Privacy Policy

Article 1 — PURPOSE

This Agreement enters into force on the date of signature and becomes void on the date the relationship requiring the sharing of Confidential Information between the Parties ends.

The relationship between the Parties that requires the sharing of Confidential Information is as follows: personal information and company information.

The Disclosing Party shall share certain Confidential Information belonging to it with the Receiving Party during all discussions to be held by the Parties, to be used where needed.

This Agreement has been signed for the purpose of defining the information that must be kept confidential during the exchange of information between the Parties and establishing the mutual rights and obligations of the Parties regarding the protection of such information.

The Receiving Party accepts and declares that the Confidential Information and documents received from the Disclosing Party under this Agreement shall be used exclusively in the manner requested by the Disclosing Party and only in accordance with the terms and conditions set out under this Agreement.

Article 2 — DEFINITION AND SCOPE OF CONFIDENTIAL INFORMATION

Within the scope of the confidentiality principle established between the Parties and subject to this Agreement; information shared by the Disclosing Party with the Receiving Party, whether verbal, visual, magnetic or in any other medium, and defined as "Confidential Information", covers the following main subjects:

• A — Any kind of idea, invention, work, or method,
• B — Patents, know-how, copyrights, trademarks, trade secrets,
• C — Any kind of innovation, whether subject to legal protection or not,
• D — All written commercial, financial and technical information that the Parties learn during their commercial relationship,
• E — Customer information,
• F — Other forward-looking projects, advertising and promotional ideas and campaigns,
• G — Data, charts, formulas, processes, designs, plans, samples, reports, financial information, customer information, sales information, marketing information, production information, commercial information, definitions, computer programs, designs, analyses, passwords, techniques, concepts, systems, and experimental studies.

Notwithstanding the matters above, all information that the Disclosing Party characterizes as confidential, even verbally, shall also be deemed "Confidential Information".

While all information defined and scoped above shall remain Confidential Information under this Agreement, in particular the following information shall be deemed Confidential Information under this Agreement: personal information and company information.

Article 3 — INFORMATION NOT WITHIN THE SCOPE OF CONFIDENTIAL INFORMATION

The Receiving Party shall have no responsibility or liability if it uses any Confidential Information having the qualities set out below, other than in the cases specified in the Agreement:

• A — If, on the date the Confidential Information was received, it was already known by the Receiving Party and this can be proven with evidence,
• B — If it was independently developed by personnel of the Receiving Party who were unaware of this Confidential Information and this can be proven with evidence,
• C — If it was publicly known at the time, or was subsequently disclosed to the public through no fault of the Receiving Party,
• D — If it was lawfully obtained from a third party, without similar restrictions and without breaching this Agreement, after carrying out all necessary research and examination confirming that the third party was under no obligation not to disclose the Confidential Information, and this can be proven with evidence,
• E — If it must be disclosed to the Receiving Party's Government within the framework of the law, provided that the Disclosing Party is informed in writing in advance,
• F — If its publication or use has been approved by the written permission of the Disclosing Party.

Article 4 — CONDITIONS OF USE OF CONFIDENTIAL INFORMATION

The Receiving Party accepts, declares and undertakes to comply with the following provisions regarding the protection and use of Confidential Information during the term of this Agreement:

• A — To use it in accordance with the purpose for which it was provided by the Disclosing Party,
• B — To provide the Confidential Information to its own personnel on a "need-to-know" basis, provided that they are relevant to the matter, by ensuring that they comply with the terms of this Agreement,
• C — To protect and keep the Disclosing Party's confidential information with at least the same care it shows to its own confidential information,
• D — Not to disclose the Confidential Information to third parties, including its shareholders, affiliates and subsidiaries, without the written approval of the Disclosing Party,
• E — Not to copy or reproduce the Confidential Information in whole or in part in any way, except where necessary for the fulfillment of the purposes of this Agreement; and if it has been copied or reproduced in whole or in part within the purpose of this Agreement, to place on the copied or reproduced copies a restrictive notice equivalent to those on the original text,
• F — Where necessary in accordance with the purpose of this Agreement, to ensure that the organization, subcontractor or other third parties to whom the Confidential Information is transferred are also bound by the same restrictions regarding the storage and disclosure of the Confidential Information.

Article 5 — OWNERSHIP OF CONFIDENTIAL INFORMATION

The Disclosing Party agrees that its Confidential Information and the rights therein belong to it and that disclosing this information does not grant the Receiving Party any right or ownership. No provision of this Agreement may be interpreted as granting the Receiving Party a special right of use / license protected under intellectual and industrial property legislation or other legislation over the Disclosing Party's Confidential Information in the nature of software / information / work / product. The Receiving Party may obtain such rights of use only through separate agreements independent of this Agreement.

Article 6 — OBLIGATIONS OF THE PARTIES

• A — The Disclosing Party undertakes to provide the Receiving Party with all information and documents necessary within the scope of the work.
• B — The Receiving Party accepts and undertakes that the information, documents, company names, titles and other information and documents relating to the project addressed in this Agreement are confidential, and that therefore only itself and its employees shall know as much as is necessary for their work, and that such information and documents shall in no way be disclosed to third-party natural and/or legal persons and organizations outside of work purposes without the permission of the Disclosing Party.
• C — The Receiving Party is jointly and severally liable for conduct of its employees or those acting on its behalf that violates the confidentiality set out in this Agreement, and accepts and undertakes that its employees or those acting on its behalf shall comply with the confidentiality principles. The Receiving Party is primarily liable to the Disclosing Party for any conduct or behavior of those acting on its behalf that violates confidentiality.
• D — If the Disclosing Party learns that work-related documents and information provided to the Receiving Party have been disclosed in breach of the Agreement without its consent, the Receiving Party shall be liable for this.
• E — The Receiving Party undertakes to take all necessary measures to prevent these documents and information from being transmitted to third parties, and cannot be released from liability by claiming that, despite taking all measures, it did not prevent the dissemination of this information and documents and/or that it was not at fault.
• F — The Receiving Party accepts and undertakes to compensate all kinds of pecuniary and/or non-pecuniary damages suffered by the Disclosing Party in the event of a situation contrary to this Agreement.

Article 7 — MEASURES TO BE TAKEN

• A — When the Receiving Party becomes aware, through persons for whom it is responsible, that the Disclosing Party's confidential information has been disclosed in breach of the Agreement, it is obliged to notify the Disclosing Party of the situation immediately and in writing.
• B — Upon such notice or on its own initiative, the Disclosing Party has the right to resort to all legal remedies, with the costs to be borne by the other Party, and to demand from the Receiving Party the remedy of any damages it has suffered.

Article 8 — RETURN OF MATERIALS CONTAINING CONFIDENTIAL INFORMATION

All materials containing confidential information shall, upon termination of the commercial relationship between the Parties or of this confidentiality agreement and upon the written notice of the Disclosing Party, be immediately returned to the Disclosing Party to whom the information belongs.

Article 9 — DISCLOSURE OF CONFIDENTIAL INFORMATION

Without the written permission of the Disclosing Party, and except in cases expressly specified by law, the Receiving Party may not transfer this information to third parties, distribute it in any way or by any means, disclose it through press, broadcast or media organizations, or use it for advertising purposes.

Article 10 — PENALTY CLAUSE

In the event of a breach of the confidentiality rules of this Agreement, the Receiving Party shall be obliged to pay the Disclosing Party a penalty of 1,000 TL.

Payment of the penalty amount does not remove the right to claim damages and losses arising from the breach.

The Receiving Party accepts and undertakes to compensate all kinds of pecuniary and/or non-pecuniary damages suffered by the Disclosing Party in the event of a situation contrary to this Agreement.

Article 11 — ASSIGNMENT AND TERM

This Agreement enters into force as of the date of signature and remains in force unless terminated by the Parties in the manner specified in the Agreement. Neither this Agreement nor any right herein may be assigned in whole or in part.

Article 12 — NOTICES

The addresses written above shall be accepted as the legal notice addresses of the Parties in the application of this Agreement. In the event of a change in the notice address of one of the Parties, the new notice address shall be notified in writing to the other Party within one week. The Party whose address has changed is responsible for any obligations that may arise from failure to notify the address change within the specified period.

Any notice, demand, request, warning and other notifications required or permitted to be given in accordance with this Agreement shall be made in writing and in Turkish to the Party addresses specified in this Agreement, by confirmed fax and registered mail with return receipt. The date on which the Parties receive these notices shall be deemed the date on which the notice was made.

Article 13 — FORCE MAJEURE

For an event to be considered force majeure within the framework of this Agreement, the event that arises despite the affected Party having exercised due care and attention and having taken precautions must be unpreventable, unavoidable or irremediable, and this situation must significantly or entirely adversely affect the fulfillment of the obligations under the Agreement in terms of time and/or cost. Events such as natural disasters, lawful strikes, general epidemics, declaration of partial or general mobilization, war and terrorism that prevent the continuation of this Agreement shall be accepted as force majeure — being situations that do not originate from the Parties, that prevent the fulfillment of the undertaking, and that the Parties are unable to overcome — provided that the other Party is notified in writing by the affected Party within fifteen (15) days following the date on which they occur and that this situation is documented by the competent authorities. Due to force majeure, the Parties may unilaterally terminate the Agreement. In this case, no compensation obligation shall arise for the Parties upon termination of the Agreement.

Article 14 — PARTIAL INVALIDITY

If any of the provisions of this Agreement is deemed invalid or is annulled, this shall not affect the validity of the other provisions of the Agreement.

Article 15 — AMENDMENT OF THE AGREEMENT

This Agreement supersedes all written and verbal agreements that may have previously been made by the Parties, particularly regarding confidentiality. Amendments to the Agreement may only be made in writing.

Article 16 — RESOLUTION OF DISPUTES

This Agreement has been concluded subject to the laws of the Republic of Türkiye, and the Parties shall make every effort to resolve all disputes that may arise during the application of this Agreement through reconciliation and amicable settlement. In the event that disputes are not resolved amicably between the Parties, the Parties have the right to assert their claims that the relevant provisions of this Agreement have been breached before judicial authorities, to claim compensation and to file lawsuits; the competent courts shall be the Courts and Enforcement Offices of the defendant's place of residence or of the place where this Agreement is to be performed.

Article 17 — ENTRY INTO FORCE

This Agreement enters into force on the date it is signed by both Parties and, unless terminated earlier, ends in the manner specified in the Agreement.

This Agreement has been signed together in 2 (two) copies, with the Parties having agreed on all matters.