Confidentiality Agreement | Hypnotic Human

I. PARTIES

This Agreement (“Confidentiality Agreement”) is entered into between Subaşı Gümrük Müşavirliği A.Ş., having its registered address at Sultan Selim Mahallesi, Lalegül Sokak No:5 İç Kapı No:31, Kağıthane / İstanbul (hereinafter referred to as PARTY 1), and HYPNOTIC HUMAN HAZIR GİYİM SAN. VE TİC. LTD. ŞTİ., having its registered address at Caddebostan Mahallesi, Yener Sokak No:1/1 İç Kapı No:12, Kadıköy / İstanbul (hereinafter referred to as PARTY 2).

In this Agreement, PARTY 1 and PARTY 2 shall individually be referred to as a “Party” and collectively as the “Parties.”

II. PURPOSE AND SUBJECT

Within the scope of this Agreement, the Parties shall mutually exchange information regarding the “Import & Export, Customs, Logistics service/product” (hereinafter referred to as the “Project”). The purpose of this Agreement is to ensure that the Confidential Information defined below is used in accordance with the terms and conditions set forth herein and to regulate the consequences of any breach thereof.

III. PROVISIONS

1. Definition of Confidential Information

Confidential Information refers to any and all information including the technical, legal, commercial, operational, managerial and intellectual property rights aspects of the Project, disclosed during the meetings to be held by the Parties for the purpose of this Agreement (“Confidential Information”).

Confidential Information includes, but is not limited to, information relating to the disclosing Party’s business affairs, operations, products, processes, methodologies, formulas, plans, objectives, projections, know-how, intellectual property rights, trade secrets, market opportunities, vendors, suppliers, customers, market activities, sales, software, computer and telecommunication systems, expenses and prices, accounting and personnel information, whether disclosed before, during or after this Agreement, and whether disclosed verbally, in writing, electronically or otherwise, directly or indirectly, and whether or not marked as “Confidential.”

2. Information and Circumstances Not Considered Confidential Information or Excluded from Its Scope

In the following cases, the information obtained shall not be deemed Confidential Information within the scope of this Agreement, or shall cease to be Confidential Information:

a. Information belonging to one of the Parties that is disclosed to the public by that Party itself (until the date of disclosure, such information shall be deemed Confidential Information for the other Party),

b. Information accessible to the public without any fault of either Party,

c. Information lawfully obtained directly or indirectly by the Parties before the commencement of the negotiations,

d. Information developed by a Party or its employee independently and without using the Confidential Information,

e. Information required to be disclosed by applicable legislation, a court, arbitral tribunal, public institution/authority, or stock exchange; provided that, in such case, the Party from whom disclosure is requested shall immediately notify the other Party and consult with it,

f. Information for which the other Party (the Disclosing Party) has given written consent through a duly authorized representative,

g. Information already publicly available and accessible to the public,

h. Information disclosed to the Receiving Party by third parties without any restriction on disclosure, or

ı. Information disclosed by the Disclosing Party to third parties without any restriction,

i. Information obtained by a third party without the fault of either Party.

3. Representations and Undertakings of the Parties

Throughout the term of this Agreement, the Parties undertake and agree that they shall:

keep the Confidential Information in the strictest confidence,
not use it directly or indirectly for any purpose other than the purpose of this Agreement,
disclose the Confidential Information only to their employees, consultants, business partners, financiers, the financiers’ consultants, and the representatives of their affiliates, only to the extent necessary,
inform such employees, consultants, agents, financiers or the financiers’ consultants, before disclosing the Confidential Information to them, that such information is received confidentially and must also be kept confidential by them, and take all necessary measures to ensure that such persons preserve the confidentiality of the Confidential Information and comply with the conditions set forth in this Agreement,
take all necessary measures to prevent the disclosure of the Confidential Information,
immediately notify the other Party in order to take joint measures in the event that Confidential Information disclosed under this Agreement is revealed,
acknowledge that even if, for any reason, part of the Confidential Information is disclosed to third parties or unauthorized personnel in violation of the provisions of this Agreement, the confidentiality obligation regarding the undisclosed portion shall remain fully in force, and such situation shall in no way constitute a justified reason for the disclosure of the remaining Confidential Information,
execute confidentiality agreements with the employees, third persons and/or institutions and organizations (including service providers) who, due to the cooperation between the Parties, have access to the Confidential Information of one of the Parties, and accept that such agreements shall constitute annexes to and integral parts of this Agreement,
not use, imitate, distribute, or otherwise commercially exploit the information, whether by altering or not altering its distinctive characteristics.

The Parties acknowledge and agree that any breach of this Agreement may cause irreparable harm to the other Party and that such harm may not be adequately compensated by damages. Therefore, in the event of such a breach, the harmed Party shall have the right, at its sole discretion, to apply for preliminary attachment and other legal remedies against the other Party. As a result of a breach of the obligations set forth in this Agreement, the Party causing the damage shall be liable for compensation of direct damages based on a final court judgment.

4. Retention or Destruction of Confidential Information

The Parties shall, together with all copies thereof, destroy all Confidential Information in any form and content in their possession in the following cases:

a. upon expiration of the term of this Agreement, or

b. if the negotiations end for any reason and one Party notifies the other Party of this in writing, or

c. if the other Party determines that there has been a breach of this Agreement and such situation makes it impossible to continue the negotiations.

In such cases, the Parties shall destroy documents etc. containing Confidential Information and shall not disclose such Confidential Information to any third persons and/or institutions, organizations, etc., in violation of this Agreement.

The Confidential Information shared with the other Party under this Agreement is and shall remain the property of the owner of such information. Upon request by the owner of the information, the other Party shall, within 5 (five) days of such request, either return such information or immediately destroy all documents containing or reflecting the Confidential Information, including written documents, information notes, notes, copies, summaries and other written records, except for copies that must be retained in its records due to legal obligations and business processes, in accordance with the preference of the owner of the information. To the extent technically possible, the receiving Party shall also delete all Confidential Information from computers, word processors, mobile communication devices and similar devices. Upon the reasonable request of the owner of the information, the receiving Party shall also confirm in writing that such destruction has been carried out.

5. Measures to Be Taken

If either Party becomes aware that the Confidential Information of the other Party has been disclosed by persons under its responsibility in breach of this Agreement, it shall immediately notify the other Party in writing. The Party whose Confidential Information has been disclosed in breach of the Agreement shall have the right, upon such notification or on its own initiative, to pursue all legal remedies, provided that the costs are borne by the other Party, and to claim compensation from the other Party for any and all damages suffered.

6. Term of the Agreement

This Agreement shall remain valid for a period of 5 (five) years from the date of signature. Renewal of the Agreement shall only be possible through a written notice by one Party to the other Party and the written confirmation of the other Party; otherwise, the Agreement shall automatically become invalid upon expiry of the term.

7. No Assignment or Transfer

Unless prior written consent is granted by the other Party, neither Party may assign or transfer this Agreement or any of the rights contained herein to any third party.

8. Severability

If any provision of this Agreement is held invalid or unenforceable by a competent court, such provision shall be deemed deleted only to the extent of such invalidity or unenforceability and shall be treated as if it had never been included in this Agreement; the validity of the remaining provisions of the Agreement shall remain unaffected and continue in full force.

9. Other Provisions

Failure of either Party to exercise any right arising from this Agreement shall not be construed as a waiver of such right. The fact that either Party has expressly waived the performance of any undertaking by the other Party shall not mean that it has also waived subsequent breaches of the same undertaking.

10. Governing Law, Competent Court, Notices

This Agreement shall be governed by Turkish law and, if interpretation of the Agreement becomes necessary for any reason, it shall be interpreted in accordance with the legislation in force of the Republic of Türkiye.

Failure to comply with any of the obligations set forth in this Agreement shall constitute disclosure of Confidential Information. Each Party hereby declares, acknowledges and undertakes to compensate the direct damages of the other Party arising from the non-performance of the obligations imposed on them by this Agreement, provided that such damages are based on a final court judgment.

In the event of any dispute between the Parties, the Parties shall first seek a resolution through negotiation within 1 (one) month.

In the event of a dispute, the Courts and Enforcement Offices of Istanbul shall have jurisdiction.

All notices to be made in relation to this Agreement shall be in writing, and the addresses specified in Article 1 shall be deemed the notification addresses of the Parties. In the event of a change of address, the Parties shall notify each other of their new addresses within 10 days. Otherwise, notifications made to the previous address shall be deemed valid.

This Agreement, consisting of 3 main sections, was signed on 01.03.2024 by the duly authorized representatives of the Parties. Two original copies of the Agreement were received by the authorized representatives of the Parties.