CONFIDENTIALITY AGREEMENT
I- PARTIES
This agreement (“Confidentiality Agreement”) is located at the address of Sultan Selim Mahallesi Lalegül Sokak No:5 İç Kapı No:31 Kağıthane/İstanbul) Subaşı Gümrük Müşavirliği A.Ş. (Hereinafter referred to as TARAF1) and HYPNOTIC HUMAN HAZIR GİYİM SAN. located at Caddebostan neighborhood Yener Sokak No:1/1 İç Kapı No: 12 Kadıköy / İstanbul. AND TRADE LLC. (Hereinafter referred to as PARTY2).
In this Agreement, PARTY1 and PARTY2 will be referred to individually as "Party" and together as "Parties".
II-PURPOSE AND SUBJECT
Within the scope of this agreement, the parties will mutually exchange information on "Import & Export, Customs, Logistics service/product" (hereinafter referred to as Project) and to ensure that the Confidential Information defined below is used by the parties in accordance with the terms and conditions specified in this Agreement and In case of any violation, it is to regulate the consequences of this violation.
III-PROVISIONS
1. Definition of Confidential Information
Confidential information is the information/information that includes the technical, legal, commercial, operational, managerial and intellectual rights of the Project ("Confidential Information"), during the negotiations between the Parties for the purpose of this Agreement.
Confidential information: Commercial affairs, operations, products, transactions, methodologies, formulas, plans, objectives, projections, know-how, intellectual property rights, trade secrets, market opportunities, vendors, suppliers, customers, market activities, sales of the disclosing party regarding the project. , including but not limited to information regarding its software, computer and telecommunication systems, costs and prices, accounting and personnel (whether before this Agreement, during the Agreement or after the Agreement, whether verbally, in writing, electronically or otherwise contains information (with or without the phrase "Confidential"), directly or indirectly.
2. Information and Situations That Do Not Fall Within the Definition of Confidential Information or Exclude This Scope
Information provided in the following cases will not be considered Confidential Information within the framework of this Agreement or will fall out of the scope of Confidential Information:
a. One of the Parties' own information disclosed to the public (will be considered as Confidential Information for the other Party until the date of disclosure),
b. Information that is accessible to the public without the fault of one of the parties,
c. Information legally obtained by the Parties, directly or indirectly, before the start of negotiations,
D. Information developed by a Party itself or by one of its employees without using Confidential Information,
to. Information requested to be disclosed by the relevant legislation, court, arbitration panel, public institution/organization or stock exchange, in which case the Party whose Confidential Information disclosure is requested is obliged to immediately inform the other Party and exchange views.
f. Information to which the Other Party (Disclosing Party) has consented in writing, provided by a duly appointed officer,
g. Information that is already public and accessible to the public,
h. provided to the Receiving Party by third parties without any restrictions on disclosure or
I. Information disclosed by the Disclosing Party to third parties without any restrictions
I. Information obtained by a third party without the fault of any of the parties
3. Declarations and Commitments of the Parties
During this Agreement, the Parties;
● They will keep it under their own responsibility in the most confidential manner,
● They will not use it directly or indirectly outside the purpose of this Agreement,
● They will disclose Confidential Information to their employees, consultants, business partners, financiers, advisors of financiers and representatives of their subsidiaries to the extent necessary,
● Before providing this Confidential Information to its employees, consultants, agents, financiers or advisors of financiers to whom it discloses Confidential Information within the scope of the above paragraph, it will notify that this Confidential Information is received as confidential and that it must be kept confidential by these personnel, and They are obliged to take all necessary measures to ensure that the information is kept confidential and that they will ensure that they comply with the conditions set out in the Agreement,
● To take all necessary precautions to prevent confidential information from being disclosed,
● In case of Confidential Information disclosed within the scope of this Agreement, to immediately notify the other Party to take joint measures,
● Even if, for any reason, the Confidential Information is partially disclosed to third parties or unauthorized personnel, contrary to the provisions of this Agreement, the confidentiality obligation regarding the undisclosed part remains the same, and there is no such thing as possible for the remaining part of the Confidential Information to be disclosed. the situation will not constitute a justifiable reason,
● Employees who have acquired the confidential information of one of the Parties due to the cooperation between the Parties and III. To conclude a confidentiality agreement with individuals and/or organizations (including service providers) and that these agreements are an annex and an integral part of this Agreement, which is essential,
● Not to use, imitate, distribute or use the information for other commercial purposes, with or without changing the distinctive character of the information,
They accept and commit.
The Parties acknowledge and agree that any violation of this Agreement may cause irreparable damage to the other Party and that such damages cannot be compensated by compensation. Therefore, in the event of the violation in question, the injured party accepts and undertakes in advance that it may apply to the other Party for provisional attachment and other legal remedies according to its own discretionary rights. As a result of the violation of the obligations specified in this agreement, the damaging party is liable for compensation for direct damages based on a final judicial decision.
4. Storage or Destruction of Confidential Information
The Parties, together with all copies of the Confidential Information in all forms and contents that they retain;
a. Expiration of this Agreement or,
b. If the negotiations end for any reason and this situation is notified in writing to the other Party by one Party, or
c. If the other Party determines that there is a violation of this Agreement and this situation causes the impossibility of continuing the negotiations, documents containing confidential information, etc. to destroy and to dispose of such confidential information in accordance with this agreement III. To individuals and/or institutions, organizations, etc. .obliged not to disclose.
Confidential information shared with the other party within the scope of this agreement is and remains the property of the information owner. If requested by the information owner, within 5 (five) days from this request, the other party, at the option of the information owner, will return this information or provide written documents, information notes, notes, copies, summaries and other written recorded documents, including It immediately destroys all documents containing or reflecting confidential information, except for copies that it must keep in its records due to its legal obligations and business processes. The party receiving the confidential information shall also delete, to the extent technically possible, all confidential information on computers, word processors, mobile communications devices and similar devices. In case of a reasonable request of the Information Owner, the party receiving the confidential information confirms in writing that it has destroyed it.
5. Precautions to be Taken
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. 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.
6. Duration of the Agreement
This Agreement is valid for 5 (five) years from the date of signature. Renewal of the Agreement is possible only with a written notification by one of the Parties to the other Party and the written confirmation of this situation by the other Party, otherwise the Agreement will automatically become invalid at the end of the period.
7. No Transfer or Assignment
Without the prior written consent of the Other Party, neither Party may transfer or assign this Agreement or any of the rights contained in this Agreement to third parties.
8. Separability
If any provision of this Agreement is ruled invalid or unenforceable by the competent court, such provision will be annulled to the extent it is invalid or unenforceable and will be deemed not to be included in this Agreement, and the validity of the remaining provisions of the Agreement will continue unaffected by this situation.
9. Other Provisions
Failure of any Party to exercise its rights arising from this Agreement will not be interpreted as a waiver of this right. The express waiver by any Party of its commitment to be fulfilled by the other Party shall not constitute a waiver of subsequent breaches of that commitment.
10. Applicable Law, Competent Court, Notifications
Turkish Law will apply to this Agreement, and if the Agreement needs to be interpreted for any reason, it will be interpreted in accordance with the current legislation of the Republic of Turkey.
Failure to comply with any of the obligations specified in the Agreement will mean the disclosure of Confidential Information. Each party accepts, declares and undertakes to compensate direct damages based on a final judicial decision arising from non-fulfillment of the obligations imposed on them by this Agreement.
In case of any dispute between the parties, a solution will be sought first through negotiation to be resolved within 1 (one) month.
In case of dispute, Istanbul Courts and Enforcement Offices are authorized.
All notifications to be made regarding this agreement will be in writing and the addresses of the parties shown in article (1) will be considered as the notification address. In case of a change of address, the Parties will notify the other Party of their new address within 10 days. Otherwise, the notification made to the old address is considered valid.
This Agreement, consisting of 3 main headings, was signed by the authorized representatives of the parties on 01.03.2024. Officials of the parties received two original copies of the contract.