Privacy Agreement
The contract text regulating the confidentiality obligations between the parties is provided below.
Parties to the Agreement
This “Privacy Agreement” (hereinafter referred to as “Agreement”). NAR BULUT BILGI TEKNOLOJILERI SANAYI VE TICARET ANONIM SIRKETI (hereinafter referred to as “NARBULUT”) located at Deposite Business and Outlet Center A1 Block 325A 34490, Ikitelli, Basaksehir / Istanbul and on the other hand, …………………………………………………………………………………………………………………… …………………. /……………………… COMPANY located at ……………………………………………………………………………………… (hereinafter referred to as “BUSINESS PARTNER”) and on the other hand, …………………………………………… ………………………………………………………………………………… ……………………… /……………………… COMPANY located at ………………………………………………………………………………………………….. (hereinafter referred to as “USER”) have been concluded between them.
NARBULUT, BUSINESS PARTNER and USER may hereafter be referred to individually as “Party” and together as “Parties”.
Purpose of the Agreement
The Parties will be able to share some of their Confidential Information with each other in the statements they will make to each other during all negotiations to be held by the parties in order to be used in case of need.
This Agreement has been drawn up to determine the procedure for exchanging confidential information that the Parties will disclose to each other in the works they will carry out during their negotiations and to determine the rights and obligations for the protection of Confidential Information disclosed by one party to the other party.
This Agreement, It does not oblige the parties to disclose/give any documents and/or information to each other.
Each party shall keep all information strictly private and confidential, not to use it for any reason, not to use or allow the use of Confidential Information, directly or indirectly, for itself or any 3rd real and/or legal person and organization, for any reason, not to disclose Confidential Information to any 3rd real and/or legal person, firm, agency or institution, and not to report it. not to publish or disclose, to take all necessary precautions in this regard, not to copy or reproduce any part of the Confidential Information, or not to transfer/give the original/reproduced versions to any other 3rd natural and/or legal persons and organizations, to notify their managers and to ensure that their employees are under their commitment and that they are directly responsible in accordance with this confidentiality agreement and that they have warned them about this matter, to apply the same security measures and care to the Confidential Information of the Other Party as they do to their own confidential information and intellectual property information, ABOUT PRIVACY AND PROTECTION OF PERSONAL DATA, they will be fully and completely bound and comply with all the issues and responsibilities specified in the Law on the Protection of Personal Data, otherwise they will be responsible for any damages that may occur and/or occur. They undertake to unconditionally and irrevocably accept that the at-fault party will be responsible.
The parties are obliged to take the measures stipulated in the legislation to prevent unauthorized access and processing of Personal Data by both their own personnel and third parties and the use of Personal Data for purposes other than the transfer to them. In this context, each party declares, accepts and undertakes to fully and completely fulfill all obligations stipulated by the Law, relevant legislation and the Personal Data Protection Board, otherwise it will be responsible for all damages that will occur and/or may occur.
BUSINESS PARTNER and/or USER agree and undertake to show the same care in protecting the Customer’s confidential information as they do in protecting their own confidential information. BUSINESS PARTNER and/or USER also warns its workers and sub-employees regarding the confidentiality of the information.
Definition and Scope of Confidential Information
“Confidential Information”, which can be exchanged between the Parties for the purpose specified in Article 1 of this agreement, means all of the trade secret and/or proprietary information of the Party that owns them; including, 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, price offers, records and all information and materials related to the business of the Party in question, its shareholders, affiliates, other persons under its responsibility, customers and consultants. It covers products, goods and services, the method used to obtain them, trade secrets, all kinds of formulas, know-how, patents, inventions, designs, customer lists, budget, business development, marketing and pricing plans and strategies and all kinds of similar information.
Information that is confidential and disclosed verbally, visually, with examples or models (non-written) and/or the examination, testing and use of similar methods of projects, drawings, devices or components that can be given to the other Party by the Party that opens the information. Confidential information that can be obtained through will hereinafter be referred to as “Confidential Information” and will be treated within the scope of this Agreement.
The information provided verbally to the other party will be treated as Confidential Information if the Party that opened this information clearly states that this verbally given information is Confidential Information when it opens the information and notifies the other Party in writing within 10 (ten) days after opening the information. Information; It will be protected and used as confidential information.
Terms of Use of Confidential Information
The party receiving the Confidential Information accepts, declares and undertakes to comply with the following articles regarding the protection and use of Confidential Information for the duration of this Agreement and indefinitely from the date of termination or expiration in case the Agreement is terminated or expires in accordance with Article 8 below: To give it to its own personnel according to the “need to know” principle, ensuring that they comply with the terms of this Agreement,
c) To show the same care that the party that opens the Confidential Information uses to protect its own and equally important Confidential Information,
d) Not to disclose the Confidential Information to third parties, including its shareholders, affiliates and subsidiaries, without the written consent of the Party that opened the Confidential Information,
e) Except for cases where it is necessary to fulfill the purposes of this Agreement, to use the Confidential Information in its entirety or not to copy or reproduce part of it in any way; If it has been copied or reproduced in whole or in part for the purpose of this Agreement, to place a restrictive phrase on the copied or reproduced copies equivalent to those on the original text,
f) If 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 bound by the same restrictions regarding the storage and disclosure of the Confidential Information.
Information Not Within the Scope of Confidential Information
The Party receiving the Confidential Information shall not have any responsibility or liability specified under Article 4 with respect to any Confidential Information with the following qualifications:
a) If the Confidential Information was known to the Party receiving the Confidential Information at the time it was received and this can be proven by evidence(s),
b) If it was independently developed by the personnel of the Party receiving the Confidential Information who were not aware of this Confidential Information and this is supported by evidence(s). if it can be proven,
c) If it was known to the public at that time or if it was notified to the public later without any fault of the Party receiving the Confidential Information,
d) If they were received lawfully from a third party, without similar restrictions and without violating this Agreement, following the fulfillment of all necessary investigations and investigations to ensure that the third party is not under an obligation not to disclose the Confidential Information, and this can be proven by evidence(s),
e) To the Government of the Party receiving the Confidential Information within the framework of the law. If disclosure is necessary, by notifying the Party who opened the Confidential Information in writing in advance,
f) If their publication or use is approved with the written permission of the Party who opened the information.
Ownership of Confidential Information
Each party acknowledges that its confidential information and its rights in such information are its own property and that such information will not give any rights or ownership rights to the disclosing party. Nothing within the scope of this agreement can be interpreted as granting the Parties a special right/license to use the other party’s Confidential Information in the form of software/information/work/product, protected in accordance with the intellectual and industrial rights legislation or other legislation. The parties may obtain such usage rights only through other agreements independent of this agreement.
Limitation of Liability
The Party that opens the information will not be held responsible for any direct, indirect, special, incidental or consequential damage to the devices, tools, equipment, personnel and/or third parties of the using Party, loss of profit or any other losses due to any errors or omissions in the Confidential Information opened by one party to the other party within the scope of this Agreement.
Breach of Contract
8.1.
In case the Parties violate any of their obligations regarding the protection of Confidential Information obtained within the scope of this Agreement and especially in accordance with this Agreement, the violating Party will be liable to cover the damages and losses awarded by the Court. In addition;
a) In the event that it is discovered that Confidential Information has been disclosed or used, the Party shall endeavor to prevent further disclosure or use.
b) The Receiving Party shall immediately notify the Party providing confidential information of the then current conditions and shall implement all corrective measures requested by the Party providing confidential information.
8.2.
The failure or delay of a Party to exercise a right or power arising from any violation of this Agreement shall be deemed to be a violation of this Agreement. It does not constitute a waiver of any of its rights under the contract or prevent the subsequent exercise of this right or the exercise of other rights and powers in cases of subsequent infringement.
Duration of Contract
This Agreement will remain in force for one (1) year from the date of signature, and unless terminated by the parties 30 calendar days before, the agreement will be deemed to be extended for 1 year.
However, each Party may terminate this Agreement before the expiration date by giving 30 (thirty) calendar days written notice to the other Party.
In case the Agreement is terminated for any reason, the parties’ obligations regarding confidentiality. It will continue for 3 years from the termination of the Agreement.
If this Agreement is terminated or expired as stated herein, all information and copies of documents belonging to the Party that opened the information and in the possession of the other Party will be returned or destroyed upon the request of the Party that opened the information.
Status of Disputes
Any disputes that may arise between the parties will try to be resolved through negotiation between the parties; If this is not possible, Istanbul Courts and Enforcement Offices will be exclusively authorized. This Agreement is subject to Turkish law.
ENTIRE CONTRACT AND AMENDMENT
The above articles constitute the entire Agreement between the Parties and supersede all agreements, commitments and understandings previously made verbally or in writing regarding the subject of this Agreement.
Changes in this Agreement can only be made with the written consent of the Parties.
SEPARABILITY OF SUBSTANCES
If one or more of the provisions of this Agreement are declared invalid, illegal or unenforceable under any law or regulation, the validity, legality and enforceability of the remaining provisions will not be affected or impaired in any way.
TRANSFER PROHIBITION
This Agreement and/or none of the rights and obligations related to it may be transferred or assigned to another third party without the prior written consent of the other Party.
BUSINESS RELATIONSHIP
This Agreement does not impose any rights or obligations on the Parties, except for the provisions explained herein, and also; It cannot be interpreted that the parties aim to establish a partnership or another business of an official nature, or that another contract will be made in the future.
NOTIFICATION ADDRESSES
Any notifications, requests, requests and other notifications that are required or allowed to be given in accordance with this Agreement shall be prepared in writing in Turkish and delivered to the other Party by registered mail or notary public. Notifications are made to the addresses of the Parties specified on the first page of the Agreement. Changes in these addresses are notified to the other party in writing. The addresses in question are the legal residences of the Parties, and notifications to be made to these addresses are deemed to have been delivered to the addressees.
This Agreement has been signed by the signature authorities of the parties on ……/……/……….., confirming the above-mentioned issues, in 3 (three) original copies consisting of 15 (fifteen) articles, and has entered into force.
