The parties will be able to share certain Confidential Information with each other in the statements they will make to each other during all the negotiations to be made by the parties in case of need.
This Agreement has been arranged in order to determine the method of exchange of confidential information that the Parties will open to each other during their negotiations and to determine the rights and obligations for the protection of Confidential Information opened by one party to the other.
This Agreement does not oblige the Parties to open / provide any document and / or information to each other.
2. Definition and Scope of Confidential Information:
"Confidential Information", which can be exchanged between the Parties for the purpose specified in Article 1 of this contract, means all of the information of the Party that owns them, in the nature of trade secrets and / or its ownership; including without limitation 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, estimates and evaluations, financial reports, contract terms, records and all information and materials related to the business of the Party in question, ................ itself, its shareholders , affiliates, other persons licensed, customers and consultants, all kinds of products, goods and services, the method used to obtain them, trade secret, all kinds of formulas, know-how, patents, inventions, designs, customer lists, budget, business development, marketing and pricing plans and strategies, and all similar information.
Information with a degree of confidentiality that can be obtained through the use of verbal, visual, examples or models (unwritten) and confidential information and / or the examination, testing and similar methods of projects, drawings, devices or components that may be given to the other Party by the Party who opened the information. will be referred to as such "Confidential Information" and will be treated under this Agreement.
If the verbally opened information is disclosed by the Party that opened this information, the information verbally given to the other Party is Confidential Information if it clearly states that this information is Confidential Information and notifies the other Party in writing within 10 (ten) days after opening the information. will be treated as. Informations; It will be protected and used like Confidential Information.
During the term of this Agreement and in the event that the Agreement is terminated or its validity period expires in accordance with Article 8 below, the party receiving the confidential information agrees, declares and declares to comply with the following articles for the protection and use of the Confidential Information indefinitely from the date of termination or expiration. commits:
a) To use the Confidential Information only for the purpose given by the other Party,
b) Confidential Information to its own personnel according to the "need to know" principle, provided that it is relevant to the subject.
by ensuring that they comply with the terms of this Agreement,
c) To show the care taken by the party who opened the confidential information to protect the Confidential Information that belongs to him at least and is equally important,
d) Not disclosing the Confidential Information to third parties, including its shareholders, affiliates and subsidiaries, without the written consent of the Party that opened the Confidential Information,
e) Not to copy or duplicate the Confidential Information in whole or in part in any way, except as necessary for the fulfillment of the purposes of this Agreement; if they are copied or reproduced in whole or in part for the purpose of this Agreement, put a restrictive expression on the copied or reproduced copies equivalent to those found on the original text,
f) If required for the purpose of this Contract, to ensure that the institution, subcontractor or other third parties to whom the Confidential Information is transferred are bound by the same restrictions regarding the storage and disclosure of the Confidential Information.
4. Information Not Covered By Confidential Information:
The Party receiving the Confidential Information will have no responsibility or liability under article 4 for any Confidential Information with the following qualifications:
a) If the Confidential Information is known by the Party receiving the Confidential Information at the time of receipt and this situation can be proven by evidence (s),
b) If it was developed independently by the personnel of the Party receiving the Confidential Information who were not aware of this Confidential Information and this situation can be proven by evidence (s),
c) If it was known to the public at that time or if it was later notified to the public without any fault of the Party receiving the Confidential Information,
d) Without similar restrictions and without violating this Agreement, if they were legally obtained from a third party, following all necessary investigations and investigations that the third party is not under an obligation to disclose its Confidential Information, and this situation can be proven by evidence (s),
e) If disclosure to the Government of the Party receiving the Confidential Information within the framework of the law is required, by informing the Party that opened the Confidential Information in writing in advance,
f) If their publication or use is approved by the written consent of the Party that opened the information.
5. Ownership of Confidential Information:
Each party acknowledges that its confidential information and its rights in this information are its own property and that such information does not grant any rights or property rights to the discloser party.
Nothing within the scope of this contract can be interpreted as granting the Parties a special right / license to use the Confidential Information of the other party, which is in the nature of software / information / work / product, protected by intellectual and industrial rights legislation or other legislation. The parties can obtain such usage rights only through other contracts independent of this contract.
6. State of Irresponsibility:
Direct, indirect, special, incidental or consequential use damage, loss of profit or any other consequential use of the device, equipment, equipment, personnel and / or third parties of the using Party due to any error or deficiency in Confidential Information disclosed to the other party by one party under this Agreement. The Party who opened the information will not be held responsible for any loss.
7. Breach of Contract:
7.1 In the event that the Parties violate any of its obligations regarding the protection of Confidential Information obtained within the scope of this Agreement, and in particular under this Agreement, the violating Party shall be liable for the damage and damage incurred by the Court. Also;
a) If it becomes apparent that Confidential Information has been disclosed or used, the Party will endeavor to prevent further disclosure or use.
b) The Receiving Party shall immediately notify the Party providing the confidential information of the then current conditions and implement all corrective measures requested by the Party providing the confidential information.
7.2 The failure of any of the parties to exercise or delay any right or authority arising from any breach of this Agreement does not constitute a waiver of any of its rights in this Agreement or prevent it from being exercised later or exercising other rights and powers in the event of subsequent violations.
8. Duration of Agreement
If this Agreement is not extended with the written agreement of the Parties, it will remain in effect for one (1) year from the date of signature and will be void at the end of its term without further notice.
However, each of the Parties may terminate this Agreement before the expiration date by giving 30 (thirty) calendar days prior written notice to the other Party. If the contract is terminated for any reason, the confidentiality obligations of the parties will continue indefinitely.
If this Agreement is terminated or expired as set forth herein, copies of all information and documents belonging to the Party that opened the information and held by the other Party will be returned or destroyed upon the request of the Party that opened the information.
9. Settlement of Disputes:
This Agreement and all disputes that may arise from the execution of the review is to apply the laws of the Republic of Turkey, Caglayan Istanbul to look at disputes Courts and Enforcement Offices will be exclusively competent.
The Parties agree not to request from the other Party the expenses that may be required for the work to be carried out within the scope of this Agreement.
11. The Entire Agreement and Modification:
The above articles constitute the entire Agreement between the Parties, and they supersede any agreement, commitment, and agreement previously concluded orally or in writing on the subject of this Agreement.
Amendments to this Agreement can only be made with the written consent of the Parties.
12. Substances Separability:
If one or more of the provisions of this Agreement are declared invalid, illegal and unenforceable under any law or regulation, the validity, legality and enforceability of the remaining provisions will not be affected or damaged in any way.
13. Transfer Prohibition:
None of this Agreement and / or its associated rights and obligations can be transferred or assigned to another third party without the prior written consent of the other Party.
14. Business Relationship:
This Agreement does not bring any rights or obligations to the Parties, except for the provisions explained here. In terms of the parties, it cannot be interpreted as the purpose of establishing a partnership or any other official business, as another contract will be made in the future.
15. Notification addresses:
All kinds of notifications, requests, requests and other notifications required or permitted to be given in accordance with this Agreement are prepared in Turkish in written form and delivered to the other Party by registered mail or a notary public. Notifications are made to the addresses of the Parties specified on the first page of the Agreement. Changes in these addresses are notified to the other party in writing. These addresses are the legal domiciles of the Parties, and the notifications to be made to these addresses are deemed to have reached the addressee.