Confidentiality Agreement

This “Confidentiality Agreement” (hereinafter referred to as the “Agreement”) was signed between the following parties on ________:

_______ resident at ________ (hereinafter referred to as “First Party”)

AND

Mustafa Kemal Pasa Mah. Happiness St. Deco Poli, located at No:9 A9 Firuz Köy Bulvarı Istanbul / Avcılar (hereinafter referred to as the “Second Party”)

The First Party and the Second Party are hereinafter individually referred to as the “Party” and together as the “Parties”.

Article 1 – Purpose

This Agreement shall enter into force on ________ and shall remain valid for the specified period starting from the date the commercial relationship between the parties terminates: 6 months.

The relationship requiring the sharing of confidential information between the parties is as follows:

Storage of cosmetic products and purchase information obtained from the website www.decopoli.com.tr.

With this agreement, the parties may share certain Confidential Information with each other during their discussions for use, if needed, in the course of their interactions.

This Agreement is prepared for the purpose of determining the exchange method of classified information that the Parties will disclose to each other during their collaboration and establishing rights and obligations for the protection of the 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.

Article 2 – Definition and Scope of Confidential Information

  • – “Confidential Information” that may be exchanged between the Parties in accordance with the purpose specified in Article 1 of this agreement shall refer to all information owned by the Party, which is of a proprietary nature and/or under its control as a trade secret. This includes, 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 Party’s business. It also encompasses all kinds of products, goods, and services related to the Party, its shareholders, affiliates, licensees, customers, and consultants, as well as the methods used to obtain them, trade secrets, all kinds of formulas, know-how, patents, inventions, designs, customer lists, budgets, business development, marketing and pricing plans and strategies, and any similar information.
  • – Non-written information and/or information disclosed by the Party opening the information, in the form of verbal, visual, samples, or models, with a degree of confidentiality, and projects, drawings, devices, or components that may be provided by the Party opening the information for examination, testing, and similar methods, shall also be referred to as “Confidential Information” hereinafter and shall be subject to this Agreement.
  • – Verbal information that is disclosed orally shall be treated as Confidential Information when the Party disclosing the information explicitly states that the orally provided information is Confidential Information at the time of disclosure. The information shall be treated and used as Confidential Information.

Article 3 – Non-Confidential Information

For the purpose of this Article:

“Information Disclosing Party” refers to the party disclosing Confidential Information or from whom Confidential Information is learned; “Information Receiving Party” refers to the party receiving Confidential Information from the other party.

The Information Receiving Party shall not be held responsible or liable for any Confidential Information that meets the following conditions, except as stated in the contract:

  • – If the Information Receiving Party already knew the Confidential Information at the time it was received and this can be proven with evidence,
  • – If the Confidential Information was independently developed by personnel of the Information Receiving Party who were not aware of such information, and this can be proven with evidence,
  • – If the Confidential Information is already known to the public or subsequently disclosed to the public without any fault on the part of the Information Receiving Party,
  • – If, without breaching this Agreement or any similar restrictions, the Confidential Information was lawfully obtained after conducting all necessary investigations and examinations to establish that the Information Receiving Party was not obligated to keep the Confidential Information confidential under any obligation of non-disclosure to a third party, and this can be proven with evidence,
  • – If it is necessary to disclose the Confidential Information to the Government within the framework of the law, provided that the Information Disclosing Party is informed in writing in advance,
  • – If the publication or use of the Confidential Information has been explicitly authorized by the written consent of the Information Disclosing Party.

Article 4 – Conditions of Use of Confidential Information

The party receiving the 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 for the duration specified in the contract after the termination of the relationship requiring the disclosure of Confidential Information:

  • – To use the Confidential Information solely for the purpose for which it was provided by the other Party.
  • – To provide the Confidential Information to its employees, subject to the “need to know” principle, who are relevant to the matter and ensure their compliance with the terms of this Agreement.
  • – To protect and keep the Confidential Information of the disclosing party with the same care as its own confidential information.
  • – Not to disclose the Confidential Information to any third parties, including shareholders, subsidiaries, and affiliates of the Information Receiving Party, without the written consent of the disclosing party.
  • – Not to copy or reproduce the Confidential Information in whole or in part in any way, except as necessary for the fulfillment of the purposes of this Agreement; if the Confidential Information is wholly or partially copied or reproduced within the scope of this Agreement, to place equivalent restrictive wording on the copied or reproduced copies as found in the original text.
  • – To ensure that the organization, subcontractors, or other third parties to whom the Confidential Information is transferred in order to fulfill the purposes of this Agreement are bound by the same limitations regarding the storage and disclosure of Confidential Information.

Article 5 – Ownership of Confidential Information

Each party acknowledges that their Confidential Information and the rights therein are owned by themselves and that the disclosure of such information does not grant any rights or ownership to the receiving party. No provision within the scope of this Agreement shall be interpreted as granting the Parties a special right/license to use the Confidential Information of the other party, which is protected by intellectual and industrial property rights legislation or other legislation, in the form of software/information/work/product. Such usage rights can only be obtained by the Parties through separate agreements independent of this Agreement. Article 6 – Obligations of the Parties

For the purpose of this Article:

“Information Disclosing Party” refers to the party disclosing Confidential Information or from whom Confidential Information is learned; “Information Receiving Party” refers to the party receiving Confidential Information from the other party.

  • – The Information Disclosing Party undertakes to provide the Information Receiving Party with all necessary information and documents required within the scope of the work.
  • – The Information Receiving Party acknowledges and undertakes that information, documents, company names, titles, and other information and documents related to the project mentioned in this Agreement are confidential and, therefore, they and their employees will only know as much as necessary for their work, and such information and documents will not be disclosed to any third party, natural or legal persons, and organizations other than for work purposes without the consent of the Information Disclosing Party.
  • – The Information Receiving Party shall be jointly and severally liable for the actions of its employees or those acting on its behalf in violation of the confidentiality principles stated in this Agreement, and they agree and undertake to ensure compliance with the principles of confidentiality by their employees or those acting on their behalf. In case of any misconduct or actions contrary to confidentiality by those acting on behalf of the Information Receiving Party, the Information Receiving Party shall be primarily responsible.
  • – If the Information Disclosing Party becomes aware that the documents and information provided by the Information Disclosing Party regarding the work have been disclosed in violation of the Agreement, the Information Receiving Party shall be held responsible for such disclosure.
  • – The Information Receiving Party undertakes to take all necessary precautions to prevent the disclosure of this information and documents to third parties and cannot evade liability by claiming that it has taken all necessary precautions but that the information and documents have still been disseminated or that it was not at fault.
  • – The Information Receiving Party agrees and undertakes to compensate the Information Disclosing Party for any material and/or moral damages suffered as a result of any breach of this Agreement.

Article 7 – Precautions to be Taken

  • – When one of the parties becomes aware that confidential information belonging to the other party has been disclosed in violation of the Agreement by its responsible persons, it is obliged to immediately notify the other party in writing.
  • – If the party whose confidential information has been disclosed in violation of the Agreement becomes aware of such disclosure, they have the right to resort to all legal remedies and demand the remedy of any damages incurred, provided that the expenses are borne by the other party.

Article 8 – Return of Materials Containing Confidential Information

All materials containing confidential information shall be immediately returned to the party to which they belong upon termination of the commercial relationship between the parties or termination of this confidentiality agreement, upon written request by the other party.

Article 9 – Disclosure of Confidential Information

Neither party shall disclose, distribute, disseminate, or use the information in any way or manner to third parties without the express written permission of the other party, except as explicitly provided by law, or through press and media organizations for the purpose of disclosure or advertisement.

Article 10 – Penalty Clause

In the event of a breach of the confidentiality rules of this Agreement, the breaching party shall be liable to pay a penalty of ________ Turkish Lira (TL) to the other party. Payment of the penalty does not waive the right to claim any damages and losses arising from the breach.

The parties agree, declare, and undertake that in the event of a breach of the obligations set forth in this Agreement by themselves, they shall bear all damages and losses arising from the breach.

Article 11 – Assignment and Duration

This Agreement shall enter into force as of the date of signature and shall remain in effect until terminated as specified in the agreement. Even if the commercial relationship between the parties ends, the confidentiality obligations specified in this agreement shall continue to be valid for the specified period: 6 months. This agreement or any rights herein cannot be fully or partially transferred.

Article 12 – Notification

The addresses stated above shall be deemed as the legal notification addresses of the parties for the implementation of this Agreement. In the event of a change in the notification address of either party, the new notification address shall be notified to the other Party in writing within one week. The party whose address has changed shall be responsible for any obligations arising from the failure to notify the change of address within the specified period.

Any notification, request, demand, warning, and other communications required or permitted to be given under this Agreement shall be made in writing in Turkish and sent by confirmed fax and registered mail to the addresses specified in this Agreement. The date on which the parties receive these notifications shall be deemed as the date of notification.

Article 13 – Termination of the Agreement

Each Party may unilaterally terminate this agreement without any written notice and without any obligation to compensate the other Party, while reserving the rights that can be legally claimed if the other Party fails to fulfill its commitments, obligations, and compliance with the provisions of the agreement, and if the prohibited actions and behaviors stated in various articles of this Agreement are determined to continue during the implementation of the Agreement.

Article 14 – Force Majeure

For an event to be considered force majeure within the framework of this Agreement, the affected party must have exercised necessary care and taken precautions, yet the event must be unavoidable, unforeseeable, or incapable of being remedied, and this situation must significantly or completely adversely affect the fulfillment of the contractual obligations in terms of time and/or cost. Natural disasters, lawful strikes, general pandemics, partial or general mobilization, war, terrorism, and similar events that occur within fifteen (15) days following their occurrence, provided that they are notified in writing by the Counterparty and documented by the competent authorities, shall be deemed force majeure events that are beyond the control of the parties and prevent the continuation of this agreement. In the event of force majeure, the parties may unilaterally terminate the contract. In such a case, no party shall have any liability to the other party for compensation.

Article 15 – Partial Invalidity

If any provision of this Agreement is deemed invalid or voided, such circumstance shall not affect the validity of the other provisions of the agreement.

Article 16 – Amendment of the Contract

This Agreement replaces all previous written and oral agreements that may have been made specifically regarding confidentiality. Any amendments to the Agreement shall be made in writing.

Article 17 – Dispute Resolution

This Agreement is executed in accordance with the laws of the Republic of Turkey, and the Parties shall make every effort to resolve any disputes that may arise during the implementation of this Agreement through reconciliation and conciliation. If the disputes are not resolved amicably between the Parties, the Parties have the right to assert their claims of non-compliance with the provisions of this Agreement, claim damages, and file a lawsuit before the Courts and Execution Offices where the defendant resides or where this agreement is to be performed.

Article 18 – Effectiveness This Agreement shall enter into force on the date of signature by both parties and shall terminate as specified in the Agreement, unless terminated earlier.

This agreement has been jointly signed in ________ copies on ________ date, agreed upon by both parties on all matters.

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