This “Confidentiality Agreement” (hereinafter referred to as the “Agreement”) was signed between the parties listed below on 19.6.2023:
________ residing at ________ (hereinafter referred to as “First Party”)
AND
Mustafa Kemal Paşa Mah. Happiness Sk. Deco Poli located at No:9 A9 Firuz Köy Bulvarı İstanbul / Avcılar (hereinafter referred to as “Second Party”)
The First Party and the Second Party are hereinafter referred to individually as “Party” and together as “Parties”.
This Agreement enters into force on 19.6.2023 and will continue to be valid for the specified period from the date of termination of the commercial relationship between the parties: 6 months.
The relationship between the parties that require sharing of Confidential Information is as follows:
Storing cosmetic products and purchasing information purchased from www.decopoli.com.tr
With this agreement, the parties will be able to share some of their Confidential Information with each other in the statements they will make to each other during all negotiations to be held by the parties, to be used in case of need.
This Agreement has been drawn up to determine the procedure for exchanging confidential information that the Parties will disclose to each other during their negotiations and to determine the rights and obligations regarding the protection of Confidential Information disclosed by one party to the other party.
This Agreement does not oblige the Parties to disclose/give any documents and/or information to each other.
A – “Confidential Information”, which can be exchanged between the Parties for the purpose specified in Article 1 of this agreement, means all of the trade secret and/or proprietary information of the Party that owns them; These include, 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 provisions, records and all information and materials related to the business of the Party in question, all kinds of products related to the party itself, its shareholders, affiliates, other persons licensed, customers and consultants, It covers all kinds of information such as goods and services, the method used to obtain them, trade secrets, all kinds of formulas, know-how, patents, inventions, designs, customer lists, budget, business development, marketing and pricing plans and strategies and similar information.
B – Oral, visual Hereinafter, classified information that is disclosed by hand, samples or models (unwritten) and/or confidential information that can be obtained by examining, testing and using similar methods of projects, drawings, devices or components that may be given to the other Party by the Party that opens the information, is hereinafter referred to as ” It will be referred to as “Confidential Information” and will be treated within the scope of this Agreement.
C – Information opened verbally will be treated as Confidential Information when the Party that opened this information opens the information, even though it clearly states that this information given verbally is Confidential Information. Informations; It will be protected and used as Confidential Information.
For the purpose of this Article;
- “Disclosing Information”; is the party who discloses Confidential Information to the other party or whose Confidential Information is learned;
- “Information Field”; is the party that receives Confidential Information about the other party.
The Information Receiver will not have any responsibility or liability if he uses any Confidential Information with the following qualifications other than as specified in the contract:
A – If the Confidential Information was known to the Information Receiver at the time it was received and this can be proven with evidence(s),
B – If the Information was developed independently by the Receiver’s personnel who were not aware of this Confidential Information and this can be proven with evidence(s),
C – If it was known to the public at that time or was notified to the public later without any fault of the Information Receiver,
D – If they are received lawfully from a third party, without similar restrictions and without violating this Agreement, following the fulfillment of all necessary investigations and examinations to ensure that the third party is not under any obligation not to disclose the Confidential Information, and this is evidence( If it can be proven by
E – If it is necessary to disclose the Information to the Receiver’s Government within the framework of the law, by informing the Information Disclosing Party in writing in advance,
F – If their publication or use is authorized with the written permission of the Information Disclosure.
The party receiving the confidential information accepts, declares and undertakes to comply with the following articles regarding the protection and use of the Confidential Information during the duration of this Agreement and for the period specified in the agreement starting from the termination date of the relationship between the parties requiring the provision of Confidential Information:
A – To use Confidential Information only for the purpose for which it was provided by the other Party,
B – To provide Confidential Information to its own personnel according to the “need to know” principle, provided that they are relevant to the subject, by ensuring that they comply with the terms of this Agreement,
C – To protect and store the confidential information of the party disclosing the confidential information with at least the same care as it does to its own confidential information,
D – Not to disclose Confidential Information to third parties, including its shareholders, affiliates and subsidiaries, without the written consent of the Party disclosing the Confidential Information,
E – Not to copy or reproduce the Confidential Information in whole or in part in any way, except where necessary to fulfill the purposes of this Agreement; If it has been copied or reproduced in whole or in part for the purpose of this Agreement, to place on false or reproduced copies a restrictive phrase equivalent to that found on the original text,
F – If necessary for the purpose of this Agreement, to ensure that the organization, subcontractor or other third parties to whom Confidential Information is transferred are subject to the same restrictions regarding the storage and disclosure of Confidential Information.
Each party acknowledges that its Confidential Information and its rights therein remain its sole property and that such information shall not convey any right or title to the disclosing party. Nothing within the scope of this agreement can be interpreted as granting the Parties a special right/license to use the other party’s Confidential Information in the form of software/information/work/product, protected in accordance with the intellectual and industrial rights legislation or other legislation. The parties may obtain such usage rights only through other agreements independent of this agreement.
For the purpose of this Article;
-
- “Disclosing Information”; is the party who discloses Confidential Information to the other party or whose Confidential Information is learned;
-
- “Information Field”; is the party that receives Confidential Information about the other party.
A – Information Disclosure undertakes to provide all necessary information and documents within the scope of the work to the Information Receiver.
B – The Information Receiver acknowledges that the information, documents, company name, title and other information and documents related to the project mentioned in this contract are confidential and therefore, he and his employees only know as much as he needs to know due to his job. accepts and undertakes that they will know and that this information and documents will not be disclosed to third natural and/or legal persons and organizations other than for business purposes without the permission of the Information Disclosure.
C – The Information Receiver is jointly and severally responsible for the non-confidentiality of its employees or those working on its behalf as stipulated in this agreement, and accepts and undertakes to comply with the confidentiality principles of its employees or those working on its behalf. The Information Receiver is primarily responsible to the Information Disclosure in case of non-confidential attitudes and behaviors of those working on his behalf.
D – If the Information Disclosure learns that the work-related documents and information provided by the Information Disclosure to the Information Receiver have been disclosed in violation of the contract without his/her consent, the Information Receiver will be responsible for this.
E – The Information Receiver undertakes to take all necessary precautions to prevent the transmission of this information and documents to third parties, and may not be liable by claiming that, despite taking all kinds of precautions, he did not prevent the dissemination of this information and documents and/or was not at fault. cannot be saved.
F – Information Receiver will be exposed to the Information Disclosure when a situation contrary to this agreement comes to the fore. accepts and undertakes to compensate for any material and/or moral damages incurred.
A – When one of the parties becomes aware that the confidential information of the other party has been disclosed in violation of the contract by the persons for whom it is responsible, it is obliged to notify the other party immediately and in writing.
B – The party whose confidential information has been disclosed in violation of the contract has the right to take all legal action upon this notification or on its own, at the expense of the other party, and to demand compensation for any damages suffered from the other party.
Any material containing confidential information will be immediately returned to the party to whom this information belongs, in case of termination of the commercial relationship between the parties or this confidentiality agreement and upon written notice of the other party.
Neither party may transfer this information to third parties, distribute it in any way or by any means, disclose it through press and media organizations, or use it for advertising purposes, except as expressly provided by law, without the written permission of the other.
In case of violation of the confidentiality rules of this Agreement, the party who committed the violation will be liable to pay a penalty of ________ TL to the other party.
Payment of the penalty fee does not eliminate the right to claim damages and losses arising from the violation.
The parties accept, declare and undertake to cover all damages and losses of the other party arising from the violation in case of violation of the obligations contained in this agreement.
This agreement enters into force from the date of signature and remains in force unless terminated by the parties as specified in the agreement. Even if the commercial relationship between the parties ends, the confidentiality obligations in this agreement will continue to be valid for the specified period: 6 months. This agreement or any rights herein are not transferable in whole or in part.
The addresses written above will be considered as the legal notification addresses of the parties in the implementation of this agreement. If there is a change in the notification address of one of the Parties, the new notification address will be notified in writing to the other Party within one week. The Party whose address has changed is responsible for any liabilities that may arise due to not notifying the address change within the specified time.
All kinds of notifications, requests, requests, warnings and other notifications that are required or allowed to be given in accordance with this Agreement shall be made in writing and in Turkish to the addresses of the Parties specified in this agreement, via confirmed fax and registered mail. The date on which the parties receive these warnings is considered the date on which the warning was made.
If each Party fails to fulfill its commitments and obligations under this agreement in accordance with the provisions of the agreement, it shall, without prejudice to the rights it may legally demand, indemnify the other Party and in case the same situation continues despite the warning of the other Party clearly stating the reasons and during the implementation of the Agreement, If it is determined that there are prohibited acts and behaviors specified in various articles of this agreement, it may terminate the agreement unilaterally and without any obligation to compensate, without any written notice.
In order for an event to be considered a force majeure within the framework of this contract, the event that occurs cannot be prevented, avoided or eliminated even though the party affected by the event has shown the necessary care and attention and taken the necessary precautions and this situation must not be able to fulfill its obligations under the contract. It must have a significant or completely negative impact on growth in terms of time and/or cost. Events such as natural disasters, legal strikes, general epidemics, declaration of partial or general mobilization, war, terrorism that constitute an obstacle to the continuation of this agreement must be notified in writing by the Other Party to the other Party within fifteen (15) days following the date of their occurrence. and provided that this situation is documented by the competent authorities, it will be considered as force majeure situations that are not caused by the parties and that constitute an obstacle to the fulfillment of the commitment and that the parties are not able to eliminate this obstacle. The parties may terminate the contract unilaterally due to force majeure. In this case, if the contract is terminated, the parties will not have any compensation obligations.
If any of the articles of this contract is deemed invalid or canceled, this does not affect the validity of the other articles of the contract.
This agreement replaces all written and oral agreements that may have been made by the parties before, especially regarding confidentiality. Contract changes can only be made in writing.
This agreement has been concluded subject to the Laws of the Republic of Turkey, and the Parties will make every effort to resolve all disputes that may arise during the implementation of this agreement through compromise and peace. In case the disputes are not resolved amicably between the Parties, the Parties have the right to assert their claims against the relevant provisions of this agreement before the judicial authorities, to demand compensation and to file a lawsuit, and the competent court is the Courts and Enforcement Offices of the defendant’s residence or the place where this agreement will be executed. .
This Agreement shall enter into force on the date signed by both parties and shall remain valid unless terminated earlier.
It ends as stated in the med.
This agreement has been signed by the parties on ________, in 2 (two) copies, with agreement on all matters.