Privacy Agreement
GENERAL CONFIDENTIALITY AGREEMENT
This "Confidentiality Agreement" (hereinafter referred to as the "Agreement") is made between Kartuz LTD ŞTİ, residing at Aşağı Yahyalar Mah. Vatan Cad. No: 9/A Yenimahalle/Ankara (hereinafter referred to as "Kartuz"), and ……………….. residing at ………………………. (hereinafter referred to as "COMPANY").
The COMPANY and Kartuz shall hereinafter be referred to individually as a "Party" and collectively as the "Parties".
Purpose:
The Parties may share certain Confidential Information they possess with each other in their communications conducted as necessary.
This Agreement is established to determine the method of exchanging confidentiality-rated information that the Parties will disclose to each other during their discussions and to define the rights and obligations related to the protection of the Confidential Information disclosed by one Party to the other.
This Agreement does not obligate the Parties to disclose or provide any document and/or information to each other.
Definition and Scope of Confidential Information:
Confidential Information that can be exchanged between the Parties in accordance with the purpose stated in Article 1 of this Agreement means all information that is maintained as a trade secret and/or owned by the disclosing Party; including, but not limited to, design data, 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, contract provisions, records, and any information and materials related to the disclosing Party's business, including those of Kartuz, its shareholders, subsidiaries, other individuals to whom it has granted licenses, customers, and consultants.
Information disclosed orally, visually, or through samples or models (non-written) and rated confidential, and/or information that the disclosing Party may provide to the other Party through projects, drawings, devices, or components to be reviewed, tested, or obtained by similar methods will also be referred to as “Confidential Information” and will be governed under this Agreement.
Orally disclosed information will be deemed Confidential Information as long as the disclosing Party clearly indicates that the information disclosed orally is Confidential Information at the time of disclosure and notifies the other Party in writing within 10 (ten) days following the disclosure. Such information shall be treated as Confidential Information. The information shall be protected and used as Confidential Information.
Conditions of Use of Confidential Information:
The receiving Party of Confidential Information agrees, declares, and undertakes to comply with the following provisions regarding the protection and use of the Confidential Information during the term of this Agreement and in the event of termination as per Article 8 below, indefinitely from the termination or expiration date:
To use the Confidential Information only in accordance with the purpose for which it was provided by the other Party,
To provide the Confidential Information to its personnel on a "need to know" basis regarding the subject matter,
and ensure that they comply with the conditions of this Agreement,
To exercise the same degree of care to protect the Confidential Information of the disclosing Party as it uses to protect its own Confidential Information,
Not to disclose the Confidential Information to third parties, including shareholders, affiliated companies, and subsidiaries, without the prior written consent of the disclosing Party,
Not to copy or reproduce Confidential Information in whole or in part, except as necessary to fulfill the purposes of this Agreement; if the Confidential Information is copied or reproduced wholly or partially, to place a restrictive notation equivalent to that found on the original text on the copies,
To ensure that any organizations, subcontractors, or other third parties to whom Confidential Information is transferred comply with the same restrictions related to the storage and disclosure of the Confidential Information, as may be required in accordance with the purpose of this Agreement.
Information Not Considered Confidential:
The receiving Party of Confidential Information shall not have any responsibility or liability regarding any Confidential Information that has the following characteristics:
If the Confidential Information was known to the receiving Party on the date of receipt, and this can be proven by evidence(s),
If the Confidential Information was developed independently by personnel of the receiving Party who were not aware of these Confidential Information, and this can be proven by evidence(s),
If it was known publicly at the time or disclosed to the public without fault of the receiving Party,
If it is necessary to disclose it to the Government of the receiving Party within the legal framework, after previously notifying the disclosing Party in writing,
If they are published or used with the prior written consent of the disclosing Party.
Ownership of Confidential Information:
Each Party acknowledges that it retains ownership of its Confidential Information and rights related to this information and that disclosing this information does not grant any rights or ownership to the disclosing Party.
No provision of this Agreement may be interpreted as granting the Parties an intellectual and industrial property right/license regarding the Confidential Information that belongs to the other Party as regulated by relevant laws. The Parties may only obtain such rights through separate agreements independent of this Agreement.
Disclaimer of Liability:
The disclosing Party shall not be liable for any direct, indirect, special, incidental, or consequential damages, loss of profits, or any other losses arising from any errors or omissions contained in the Confidential Information disclosed under this Agreement that may affect the devices, tools, equipment, personnel, and/or third parties of the receiving Party.
Violation of the Agreement:
7.1 In the event that any Party violates its obligations concerning the confidentiality of the Confidential Information obtained under this Agreement, the violating Party shall be liable to compensate the damages as decided by the Court. Additionally;
If it is revealed that the Confidential Information has been disclosed or utilized, the violating Party shall strive to prevent further disclosure or use.
The receiving Party shall immediately inform the disclosing Party of the existing circumstances and implement all corrective measures requested by the disclosing Party.
7.2 The fact that one of the Parties does not exercise or postpones a right or authority arising from any violation of this Agreement does not mean that the Party waives any rights under this Agreement or prevents the latter from exercising its rights in subsequent violation scenarios.
Duration of the Agreement:
This Agreement shall remain in effect for one (1) year from the date of signature unless extended by written mutual consent of the Parties, and shall become invalid at the end of that period without any further notice.
However, either Party may terminate this Agreement by providing written notice to the other Party at least 30 (thirty) calendar days in advance. In the event of termination for any reason, the Parties' obligations regarding confidentiality shall continue indefinitely.
If this Agreement is terminated or expired as noted herein, any copies of all information and documents belonging to the disclosing Party that are in the hands of the other Party shall be returned or destroyed upon the request of the disclosing Party.
Resolution of Disputes:
All disputes arising from the interpretation and enforcement of this Agreement shall be subject to the laws of the Republic of Turkey, and the Istanbul Çağlayan Courts and Execution Offices shall have exclusive jurisdiction over such disputes.
Expenses:
The Parties agree not to request any expenses that may be incurred in the works conducted under this Agreement from the other Party.
Entire Agreement and Amendments:
The above articles constitute the entire Agreement between the Parties, superseding all prior oral or written agreements, commitments, and understandings regarding the subject matter of this Agreement.
Any amendments to this Agreement may only be made with the written mutual consent of the Parties.
Severability of Provisions:
If one or more of the 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.
Prohibition of Assignment:
No part of this Agreement and/or attached rights and obligations may be assigned or transferred to any third party without the prior written consent of the other Party.
Business Relationship:
This Agreement does not create any rights and obligations between the Parties other than those stated herein, nor does it intend to establish a partnership or any other formal business relationship, or to suggest that another agreement will be made in the future.
Notification Addresses:
All notifications, requests, demands, and other communications required or permitted under this Agreement shall be prepared in writing in Turkish and delivered to the other Party by registered mail or through a notary. Notifications shall be made to the addresses specified for the Parties on the first page of the Agreement. Changes to these addresses shall be notified in writing to the other Party. The addresses provided are the legal residences of the Parties, and any notifications made to these addresses shall be deemed to have reached the recipient.
This Agreement has been signed in confirmation of the above points by the authorized signatories of the Parties on ………………. in 15 (fifteen) articles and 1 (one) original copy, and shall enter into force. The original copy shall remain with the COMPANY while a photocopy shall be retained.
…………………………………….
Date:
Signature:
AUTHORIZED SIGNATORY OF THE COMPANY
Name - Surname:
Position:
Signature :
