Document No SZ.04.09
Publication Date 09.01.2019
Page 1 of 4
Institution :TEKNOPALAS YÜKSEK TEKNOLOJİ SİSTEMLERİ A.Ş.
Authorised: SULEYMAN OYLUM
Address : Merve Mah. Atatürk Cad. No:314 Sancaktepe/ISTANBUL
Supplier / Related Company:
Authorised Personnel :
This Confidentiality Agreement (“Agreement”), the Institution and Supplier/Related Company (“Company”) whose information is given above
between ……/ …../ ………, provided that it enters into force on ……/ …../ ……….
The parties will exchange information in writing and verbally in line with the matches within the scope of the commercial relationship and business ventures that they intend to establish and / or established between them.
This Agreement is concluded in order to define the information that must be kept confidential during the exchange of information between the parties and to establish the mutual rights and obligations of the parties for the protection of this information.
1. Definition of Confidential Information:
Within the scope of the confidentiality principle established between the parties and subject to the Agreement; information that will be defined as “Confidential Information” that is directly or indirectly, written or verbal, written or verbal, visual, magnetic or in any other medium and disclosed by the Party itself, its employees, agents or employees to the employees, agents or employees of the other party;
1.1. all kinds of ideas, inventions, works, methods,
1.2. patent, know-how, copyright, trade mark, trade secret
1.3. any innovation, whether or not subject to legal protection
1.4. the commercial relations and business ventures intended and/or established between the parties
all written or verbal commercial, financial, technical information, legal written or verbal information, subscription and conversation information
1.5. other projects for progress,
1.6. all commercial information, both written and oral, which each party regards as confidential information,
1.7. databases, computer programmes and their documentation, encryption techniques, processes, advertising, packaging and marketing plans, product plans, technical plans, business strategies, information on strategic alliances and partners, engineering data, personnel information, product designs, specifications, proposals, data, graphics, formulas, processes, designs, plans, samples, reports, financial information, customer information, sales information, marketing information, production information, commercial information, definitions, computer programmes, designs, analyses, codes, techniques, concepts, systems, experimental studies as confidential information
1.8. This includes, but is not limited to, all documents and other information prepared by, reflecting or derived from each other’s principals, staff, agents or financial and legal advisers which contain, reflect or are derived from such information.
The duty to protect what is defined above as Confidential Information extends to information disclosed by the disclosing party itself, its employees, agents or employees to the employees, agents or employees of the other party.
2. Protection of Confidential Information
The Parties mutually undertake to keep Confidential Information to be obtained from the other party in any way within the framework of this Agreement;
2.1. keep, retain and protect in perpetuity,
2.2. not to use it directly or indirectly for purposes other than the purposes of the commercial relationship between them,
2.3. irrevocably declare and undertake in advance that they will not disclose and give to third parties without the written consent of the other party.
The parties have the right not to share the Confidential Information electronically, to show it when necessary, but not to give a copy.
The Parties agree and undertake to show the same care in protecting the Confidential Information of the other party as they show in protecting their own Confidential Information. The Parties may provide such information to their employees and sub-employees who need to learn such information only in cases of necessity and due to their work, except for confidential information given in private, and shall warn their employees and sub-employees about the confidentiality of the information. The Parties agree and undertake in advance that they will be directly liable in case their employees and sub-employees act in violation of the obligations of this Agreement.
3. Information Not Defined as Confidential Information
3.1. information previously acquired by either party without an obligation to keep it confidential,
3.2. information that is in the public domain through no fault of either party,
3.3. Laws or regulations in force or a court decision, administrative order
information required to be disclosed in accordance with the law.
Each party acknowledges that its Confidential Information and its rights in such information are its own property and that disclosure of such information shall not give any rights to the disclosing party.
Each party also acknowledges that the other party’s Confidential Information contains valuable trade secrets and that it has no obligation to provide trade secrets to the other party. Neither party can give any guarantee about the completeness, accuracy, accuracy of the Confidential Information.
If either party becomes aware of the existence of an unauthorised disclosure of the other’s Confidential Information, it shall promptly and in writing inform the other party of such unauthorised disclosure and shall use its best efforts to mitigate any damages suffered by the other party as a result thereof. The aggrieved party, either spontaneously or upon the notification of the other party, may apply for all remedies specified in the laws, as well as claim compensation for any damages and losses incurred, at the expense of the disclosing party, from the moment it learns of the existence of this disclosure. The disclosing party agrees and undertakes in advance to cover all damages and losses incurred by the other party for this reason.
In any case, the company undertakes to pay a fine of at least 30.000 (thirty thousand) USD for behaviours contrary to this agreement and to compensate for other damages to be calculated by the company.
5. Return of Confidential Information
All Confidential Information shall be returned to the party to whom such information belongs immediately upon termination of the commercial relationship between the parties or the Agreement and upon written notice from the other party. Future business relations between the parties in this regard constitute the subject of a separate contract to be negotiated and implemented.
In case it is detected that any information returned is copied or reproduced, the penal sanction specified in Article 4 shall be applied.
6. Authorisation of Disclosure
None of the parties may distribute the Confidential Information in any form or by any means, disclose it through the press and media organisations, use it for advertising purposes and disclose it, except for the cases expressly stated in the law. In addition, it cannot show it as a reference through visual or written media or use it as an advertising tool.
The only exceptions to the above-mentioned confidentiality obligations are the cases determined by Article 3 and the disclosure of such information with the written permission of the other party.
7. Transfer and Duration
The confidentiality obligations of the parties shall remain in force for the duration of the business relationship between them and for a period of 10 (ten) years following the termination of this relationship for any reason. Neither this Agreement nor any rights hereunder may be assigned in whole or in part.
8. Applicable Law and Competent Court
In the interpretation of this Agreement and in all disputes arising out of this Agreement, Istanbul courts and execution offices shall be competent and Turkish law shall apply. In lawsuits, the principle that the Company’s books and records shall constitute the sole evidence and that the addressee cannot offer an oath against the Company is valid.
This Agreement has been drawn up in two original copies. The Parties shall be liable for stamp duty on their respective copies.
If any of the provisions of this Agreement are held invalid or cancelled or not enforced, this shall not affect the validity of the other provisions of this Agreement.
11. Contract Amendment
This Agreement reflects the true intentions of the parties and supersedes all prior written and oral agreements in this regard. No amendment shall be effective unless made in writing and signed by both parties.
The Parties hereby declare that all notifications to be made between them pursuant to the Agreement must be in writing, and that the addresses written above are their legal notification addresses unless otherwise notified in writing, and that written notifications to these addresses will have all the legal consequences of legally valid notification.
13. The conclusion of this Confidentiality Agreement does not put the Parties under the acceptance and commitment for the conclusion of any contract, including the Work to be performed.
This Agreement has been prepared on […../…../ ……..] in two original copies and is binding on the parties and their successors.