CONFIDENTIALITY AGREEMENT
1 Parties to the Agreement This "Confidentiality Agreement" (hereinafter referred to as the "Agreement") is executed between …, a Limited Company established and operating under the laws of the Republic of Turkey, with its headquarters at the address specified below, and the company whose contact information is provided below.
2. Contact Information of the Parties The parties accept the addresses specified above as their official notification addresses. Unless address changes are duly notified to the other party, any notification sent to the last reported address shall be deemed valid and considered as served.
3. Purpose The parties are engaged in a business relationship (Business Purpose) that involves the disclosure of confidential and proprietary business information and trade secrets. This Agreement aims to protect the "Confidential Information" disclosed by one party (Disclosing Party) to the other (Receiving Party) and any third-party information provided for the Business Purpose and shared with the other party.
4. Confidential Information For the purposes of this Agreement, "Confidential Information" refers to, without limitation, any formulas, models, compilations, software, programs, devices, methods, techniques, processes, financial data, business plans, marketing strategies, customer lists, pricing information, cost details, employee-related information, descriptions of inventions, process details, technical know-how, information on new products and development, scientific and technical specifications, documentation, intellectual and industrial property-related products, and applications not yet filed or withdrawn prior to publication. Confidential Information includes any material or information disclosed by the Disclosing Party or related third parties involved in the Business Purpose to the Receiving Party, whether written, verbal, electronic, tangible, or intangible. Any materials and information disclosed by the Disclosing Party or its Affiliates will be considered Confidential unless proven otherwise by the Receiving Party under this Agreement.
5. Exclusions from Confidential Information Confidential Information does not include: a) Information already in the public domain or that enters the public domain through no breach of this Agreement by the Receiving Party,b) Information already known to the Receiving Party prior to disclosure by the Disclosing Party,c) Information obtained by the Receiving Party from a third party without violating any confidentiality obligations to the Disclosing Party,d) Information independently developed by the Receiving Party without reference to the Confidential Information,e) Information disclosed with written consent from the Disclosing Party.
6. Conditions for Use of Confidential Information The Receiving Party and its Affiliates agree to:a) Use the Confidential Information solely for the Business Purpose and take measures to maintain its confidentiality,b) Restrict access to Confidential Information to authorized employees or consultants who are informed of and agree to the confidentiality obligations under this Agreement,c) Not disassemble, reverse engineer, or analyze any software or hardware provided under this Agreement,d) Not disclose any Confidential Information to third parties without the prior written consent of the Disclosing Party.Confidentiality obligations shall remain in effect for five (5) years following the termination of this Agreement. Disclosures required by legal or official orders must be minimized and conducted with prior notice to the Disclosing Party.
7. Ownership: a) Each party retains ownership and all rights to its respective Confidential Information.b) This Agreement does not obligate either party to enter into further business relationships or agreements.c) Neither party is restricted from independently developing or marketing any products or services.
8. Rights and Remedies: a) The Receiving Party shall immediately notify the Disclosing Party of unauthorized use or disclosure of Confidential Information and cooperate to prevent further misuse.b) Upon request, the Receiving Party shall return or destroy all materials containing Confidential Information and confirm such destruction in writing.c) The Disclosing Party may seek injunctive relief for unauthorized use or disclosure, recognizing that monetary damages may not suffice.
9. Disclaimer of Liability Confidential Information is provided "as is," with no warranties as to accuracy, completeness, or suitability. Neither party is liable for the other’s use of its Confidential Information unless otherwise specified in writing.
10. General Provisions a) Each party warrants its authority to sign this Agreement and that it is executed for the Business Purpose only.b) Failure or delay in exercising any right does not constitute a waiver.c) Rights and obligations under this Agreement may not be transferred without prior written consent.d) If any provision is found invalid or unenforceable, it will be replaced with a valid provision reflecting the original intent.e) This Agreement constitutes the entire understanding between the parties.f) The Agreement is governed by the laws of the Republic of Turkey, and disputes shall be resolved exclusively by Istanbul courts and enforcement offices. This Agreement, consisting of ... pages and 10 articles, is effective as of the date signed by the parties on .../.../...
