Confidentiality Agreement
1. Purpose
The Parties may, where necessary, share with each other certain Confidential Information belonging to them during any discussions to be held between the Parties.
This Agreement has been executed for the purpose of determining the procedure for the exchange of confidential information to be disclosed by the Parties to each other during their discussions and related activities, and for determining the rights and obligations regarding the protection of Confidential Information disclosed by one Party to the other.
This Agreement does not impose any obligation on the Parties to disclose or provide any document and/or information to each other.
2. Definition and Scope of Confidential Information
For the purposes set forth in Article 1 of this Agreement, “Confidential Information” that may be exchanged between the Parties shall mean all information belonging to the Party that owns such information, including information in the nature of trade secrets and/or proprietary information.
Without limitation, Confidential Information includes design information, technical information, trade secrets, ideas and inventions, projects, drawings, models, software programs, algorithms, software modules, program source codes, technical specifications, product plans and technologies, software user manuals, marketing information, customer lists, forecasts and evaluations, financial reports, contractual provisions, records, and all information and materials related to the business of the relevant Party, including any products, goods and services relating to itself, its shareholders, affiliates, licensees, customers and consultants, methods used to obtain them, trade secrets, all types of formulas, know-how, patents, inventions, designs, customer lists, budgets, business development, marketing and pricing plans and strategies, and any similar information.
Information disclosed orally, visually, through samples or models, or any non-written information with a confidential nature, as well as confidential information that may be obtained through the examination, testing, or similar methods of projects, drawings, devices, or components that may be provided by the Disclosing Party to the other Party, shall also hereinafter be referred to as “Confidential Information” and shall be treated within the scope of this Agreement.
Information disclosed orally shall be treated as Confidential Information if the Party disclosing such information clearly states at the time of disclosure that the orally disclosed information is Confidential Information and notifies the other Party in writing within 10 (ten) days following such disclosure.
Such information shall be protected and used as Confidential Information.
3. Conditions for Use of Confidential Information
The Party receiving the Confidential Information accepts, declares, and undertakes that, during the term of this Agreement and, in the event of termination in accordance with Article 8 below or expiry of the Agreement, indefinitely from the date of termination or expiry, it shall comply with the following provisions regarding the protection and use of Confidential Information:
- a) To use the Confidential Information solely for the purpose for which it was provided by the other Party,
- b) To disclose the Confidential Information only to its personnel who are relevant to the subject matter and on a “need-to-know” basis, provided that such personnel comply with the terms of this Agreement,
- c) To protect the Confidential Information of the Disclosing Party with at least the same degree of care it applies to protect its own Confidential Information of similar importance,
- d) Not to disclose the Confidential Information to third parties, including its shareholders, affiliates, and subsidiaries, without the prior written consent of the Disclosing Party,
- e) Not to copy or reproduce the Confidential Information, in whole or in part, in any manner, except where necessary for the fulfillment of the purposes of this Agreement. If the Confidential Information is copied or reproduced, in whole or in part, within the scope of the purpose of this Agreement, to place on such copied or reproduced copies a restrictive notice equivalent to the notice appearing on the original text,
- f) Where necessary in accordance with the purpose of this Agreement, to ensure that any institution, subcontractor, or other third party to whom the Confidential Information is transferred is bound by the same restrictions regarding the protection and disclosure of the Confidential Information.
4. Information Not Considered Confidential Information
The Receiving Party shall have no responsibility or obligation under this Agreement with respect to any Confidential Information that has the following characteristics:
- a) If the Confidential Information was already known to the Receiving Party at the time of receipt and this can be proven with evidence,
- b) If the Confidential Information was independently developed by personnel of the Receiving Party who were not aware of such Confidential Information, and this can be proven with evidence,
- c) If the Confidential Information was publicly known at the time or subsequently became publicly known without any fault of the Receiving Party,
- d) If the Confidential Information was lawfully obtained from a third party without similar restrictions and without violating this Agreement, after all necessary research and examination had been conducted to confirm that such third party was not under an obligation not to disclose the Confidential Information, and this can be proven with evidence,
- e) If the Confidential Information is required to be disclosed to the government of the Receiving Party within the framework of applicable laws, provided that the Disclosing Party is informed in writing in advance,
- f) If publication or use of the Confidential Information has been approved with the written permission of the Disclosing Party.
5. Ownership of Confidential Information
Each Party acknowledges that its Confidential Information and the rights therein remain its own property, and that disclosure of such information does not grant the receiving Party any right or ownership interest.
No provision of this Agreement shall be interpreted as granting either Party any special right of use or license over the other Party’s Confidential Information in the nature of software, information, work, or product, protected under intellectual and industrial property legislation or any other applicable legislation.
The Parties may obtain such rights of use only through separate agreements independent of this Agreement.
6. Disclaimer of Liability
The Party disclosing Confidential Information under this Agreement shall not be held liable for any direct, indirect, special, incidental, or consequential damages, loss of use, loss of profit, or any other losses incurred by the Party using such information, its equipment, tools, personnel, and/or third parties due to any error or deficiency in the Confidential Information disclosed by one Party to the other.
7. Breach of Agreement
7.1.
If either Party breaches any of its obligations under this Agreement, particularly its obligations regarding the protection of Confidential Information obtained pursuant to this Agreement, the breaching Party shall be liable to compensate the damages awarded by the competent court.
In addition:
- a) In the event that it is discovered that Confidential Information has been disclosed or used, the relevant Party shall make efforts to prevent any further disclosure or use.
- b) The Receiving Party shall immediately inform the Party providing the Confidential Information of the current circumstances and shall implement all corrective measures requested by the Party providing the Confidential Information.
The failure or delay of either Party to exercise any right or authority arising from any breach of this Agreement shall not be deemed a waiver of any right under this Agreement, nor shall it prevent the subsequent exercise of such right or the exercise of other rights and authorities in the event of subsequent breaches.
8. Term of the Agreement
Unless extended by the written agreement of the Parties, this Agreement shall remain in force for a period of 1 (one) year from the date of signature and shall automatically expire at the end of such period without the need for any further notice.
However, either Party may terminate this Agreement before its expiry date by providing 30 (thirty) calendar days’ prior written notice to the other Party.
In the event that the Agreement expires or is terminated for any reason, the confidentiality obligations of the Parties shall continue indefinitely.
If this Agreement is terminated or expires as set forth herein, all information and documents belonging to the Disclosing Party and held by the other Party, together with their copies, shall be returned or destroyed upon the request of the Disclosing Party.
9. Settlement of Disputes
The laws of the Republic of Türkiye shall apply to all disputes that may arise from the interpretation and performance of this Agreement.
The Istanbul Çağlayan Courts and Enforcement Offices shall have exclusive jurisdiction over the resolution of such disputes.
10. Expenses
The Parties agree that they shall not request from the other Party any expenses they may incur for the activities to be carried out within the scope of this Agreement.
11. Entire Agreement and Amendments
The foregoing articles constitute the entire agreement between the Parties and supersede any and all prior oral or written agreements, commitments, and understandings relating to the subject matter of this Agreement.
Any amendment to this Agreement may only be made with the written agreement of the Parties.
12. Severability
If one or more provisions of this Agreement are declared invalid, illegal, or unenforceable under any law or regulation, the validity, legality, and enforceability of the remaining provisions shall not be affected or impaired in any way.
13. Prohibition of Assignment
None of this Agreement and/or the rights and obligations arising hereunder may be assigned or transferred to any third party without the prior written consent of the other Party.
14. Business Relationship
This Agreement does not grant the Parties any rights or obligations other than those expressly set forth herein.
Furthermore, this Agreement shall not be interpreted as intending to establish a partnership or any other official business relationship between the Parties, nor as a commitment that another agreement will be executed in the future.
15. Notification Addresses
Any notices, requests, demands, and other communications required or permitted to be given under this Agreement shall be prepared in writing in Turkish and delivered to the other Party by registered mail with return receipt requested or through a notary public.
Notifications shall be sent to the addresses of the Parties specified on the first page of the Agreement. Any changes to these addresses shall be notified to the other Party in writing.
The said addresses are the legal domiciles of the Parties, and notifications made to these addresses shall be deemed to have been duly received by the addressee.