Article 1 - PURPOSE
1.1 - This Agreement enters into force on ________ and becomes invalid on the date the relationship between the parties requiring the sharing of Confidential Information is terminated.
1.2 - The relationship between the parties requiring the sharing of Confidential Information is as follows:
Product sales
1.3 - With this Agreement, the parties will be able to share certain Confidential Information of their own with each other in the explanations they will make to each other during all negotiations to be held by the parties to be used in case of need.
1.4 - This Agreement has been drawn up for the purpose of determining the procedure for the exchange of confidential information to be disclosed by the Parties to each other during their negotiations and to determine the rights and obligations for the protection of Confidential Information disclosed by one party to the other party.
1.5 - This Agreement does not obligate the Parties to disclose any documents and/or information to each other.

Article 2 - DEFINITION AND SCOPE OF CONFIDENTIAL INFORMATION
2.1 - "Confidential Information" that may be exchanged between the Parties for the purpose set forth in Article 1 of this Agreement "Confidential Information", which may be exchanged between the Parties for the purpose set forth in Article 1 of this Agreement, means all information that is in the nature of a trade secret and/or proprietary information of the Party that owns it; 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 assessments, financial reports, contract provisions, records and all information and materials relating to the business of the Party in question, all products, goods and services of the Party itself, its shareholders, affiliates, other persons licensed by it, its customers and consultants, the methods used to obtain them, trade secrets, all kinds of formulas, know-how, patents, inventions, designs, customer lists, budgets, business development, marketing and pricing plans and strategies, and all similar information.
2.2 - Information disclosed verbally, visually, by means of samples or models (not in writing), and/or confidential information that may be obtained by examining and testing projects, drawings, devices or components and similar methods that may be provided to the other Party by the Party disclosing the information, shall hereinafter be referred to as "Confidential Information" and shall be treated within the scope of this Agreement.
2.3 - Information disclosed orally shall be treated as Confidential Information even if the Party disclosing such information expressly states at the time of disclosure that such information provided orally is Confidential Information. The information shall be protected and used as Confidential Information.
2.4 - All kinds of information, the definition and scope of which are specified above, shall remain Confidential Information within the scope of this agreement, in particular the following information shall be deemed Confidential Information within the scope of this agreement:
Product sales

Article 3 - INFORMATION NOT CONFIDENTIAL INFORMATION
3.1 - For the purpose of this Clause, the "Discloser" is the party who discloses Confidential Information to the other party or from whom Confidential Information is learned; the "Receiver" is the party who receives Confidential Information relating to the other party.
3.2 - The Receiver shall have no responsibility or liability for any use of any Confidential Information other than as set out in this Agreement:
3.2.1 - the Confidential Information was known to the Receiver at the time of receipt and this can be proved by evidence(s),
3.2.2 - If the information has been independently developed by personnel of the Recipient who are not aware of this Confidential Information and this can be proven by evidence(s),
3.2.3 - If it was known to the public at the time or if it was made known to the public later through no fault of the Recipient of the Information,
3.2.4 - Without similar restrictions and without breach of this Agreement, if they are lawfully obtained from a third party, following the fulfillment of all necessary investigations and examinations, that the third party is under no obligation not to disclose its Confidential Information and this can be proven by evidence(s),
3.2.5 - if disclosure to the Government of the Recipient is required by law, by notifying the Disclosing party in writing in advance,
3.2.6 - If their publication or use is authorized in writing by the Discloser.

Article 4 - CONDITIONS OF USE OF CONFIDENTIAL INFORMATION
4.1 - The Party receiving Confidential Information agrees, represents and undertakes to comply with the following provisions regarding the protection and use of Confidential Information during the term of this Agreement:
4.1.1 - To use Confidential Information only for the purpose for which it was provided by the other Party,
4.1.2 - To disclose Confidential Information to its own personnel on a "need to know" basis, provided that they are relevant to the subject matter, by ensuring that they comply with the terms of this Agreement,
4.1.3 - To protect and store confidential information of the party disclosing confidential information at least as carefully as it takes care of its own confidential information,
4.1.4 - Not disclose Confidential Information to third parties, including its shareholders, affiliates and subsidiaries, without the written consent of the Party disclosing the Confidential Information,
4.1.5 - Except to the extent necessary to fulfill the purposes of this Agreement, not to copy or reproduce the Confidential Information in whole or in part in any form whatsoever; if copied or reproduced in whole or in part for the purpose of this Agreement, to place on the copied or reproduced copies a restrictive legend equivalent to that on the original text,
4.1.6 - To ensure that the organization, subcontractor or other third party to whom Confidential Information is transferred is bound by the same restrictions on the retention and disclosure of Confidential Information, if required for the purpose of this Agreement.
Article 5 - PROPERTY OF CONFIDENTIAL INFORMATION
5.1 - Each party agrees that its Confidential Information and its rights in such information are its own property and that such information shall not confer any right or title to the disclosing party. Nothing in this Agreement shall be construed as granting to the Parties any exclusive right/license to use the other Party's Confidential Information in the form of software/information/works/products protected by intellectual and industrial rights legislation or other legislation. The Parties may obtain such rights of use only through other agreements independent of this agreement.

Article 6 - OBLIGATIONS OF THE PARTIES
6.1 - For the purpose of this Clause, the "Discloser" is the party who discloses Confidential Information to the other party or from whom Confidential Information is learned; the "Receiver" is the party who receives Confidential Information relating to the other party.
6.2 - Under this Agreement:
6.2.1 - The Discloser undertakes to provide the Receiver with all necessary information and documents within the scope of the work.
6.2.2 - The Information Recipient agrees and undertakes that the information, documents, company names, titles and other information and documents related to the project mentioned in this contract are confidential and therefore, only he and his employees will know as much as he and his employees need to know as required by his job, and that these information and documents will not be disclosed to third real and / or legal persons and organizations without the permission of the Information Discloser for any purpose other than working purposes.
6.2.3 - The Information Recipient is jointly and severally liable for the non-confidential behavior of its employees or those who do business on their behalf, and accepts and undertakes that its employees or those who do business on their behalf will comply with the confidentiality principles. The Information Recipient is primarily responsible to the Information Discloser in case of attitudes and behaviors contrary to confidentiality of those who work on its behalf.
6.2.4 - In the event that the Discloser learns that the documents and information related to the business provided to the Discloser by the Discloser are disclosed in violation of the Agreement without his/her consent, the Discloser shall be liable for this.
6.2.5 - The Information Receiver undertakes to take all necessary measures to ensure that such information and documents are not communicated to third parties, and despite taking all kinds of measures, the Information Receiver shall not be relieved from liability by claiming that it has not prevented the dissemination of such information and documents and/or that it has no fault.
6.2.6 - The Information Receiver agrees and undertakes to indemnify any material and / or moral damages incurred by the Information Discloser in the event of a situation contrary to this Agreement.

Article 7 - MEASURES TO BE TAKEN
7.1 - When one party becomes aware that confidential information belonging to the other party has been disclosed in violation of the Agreement by persons for whom it is responsible, it is obliged to notify the other party immediately and in writing.
7.2 - The party whose confidential information has been disclosed in violation of the Agreement has the right to take all legal remedies at the expense of the other party upon this notification or automatically and to demand from the other party the compensation of any damages suffered.

Article 8 - RETURN OF MATERIALS CONFIDENTIAL INFORMATION
8.1 - Any material containing confidential information shall be returned to the party to whom such information belongs immediately upon the termination of the commercial relationship between the parties or this confidentiality agreement and upon written notice from the other party.

Article 9 - DISCLOSURE OF CONFIDENTIAL INFORMATION
9.1 - Neither party may transfer this information to third parties, distribute it in any way or by any means, disclose it through the press and media organizations, or use it for advertising purposes, except as expressly provided in the law without the written consent of the other party.

Article 10 - PENALTY
10.1 - In case of breach of the confidentiality rules of this Agreement, the party committing the breach shall be obliged to pay a penal clause of 500 TL to the other party.
10.2 - Payment of the penalty clause does not eliminate the right to claim the loss and damage caused by the violation.
10.3 - The parties accept, declare and undertake to cover all damages and losses of the other party arising from the breach in case of violation of the obligations contained in this contract by themselves.

Article 11 - DURATION
11.1 - This agreement enters into force as of the date of signature and remains in force unless terminated by the parties as specified in the agreement.

Article 12 - TRANSFER
12.1 - The First Party may transfer or assign this Agreement to third parties at any time without the written consent of the Second Party. The other Party must be informed after the transfer. The obligation to keep the Confidential Information disclosed to it until the date of transfer is reserved.

Article 13 - NOTICE
13.1 - The addresses written above shall be deemed to be the legal notification addresses of the parties in the implementation of this Agreement. In the event of a change in the notification address of one of the Parties, the new notification address shall be notified to the other Party in writing within one week. The Party whose address has changed is responsible for the obligations that may arise due to the failure to notify the address change within the specified period.
13.2 - All notices, requests, demands, warnings and other notices required or permitted to be given in accordance with this Agreement shall be made in writing and in Turkish to the addresses of the Parties specified in this Agreement via confirmed fax and registered letter with return receipt requested. The date of receipt of these notices by the Parties shall be deemed to be the date of the notice.

Article 14 - TERMINATION OF CONTRACT
14.1 - Each Party may unilaterally terminate the contract without any written notice and without any obligation to indemnify the other Party in the event that the other Party fails to fulfill its commitments and obligations undertaken by this contract in accordance with the provisions of the contract, without prejudice to the rights that it may legally claim, and in the event that the same situation continues despite the other Party's clearly stated warning, and in the event that it is determined that during the implementation of the Contract, prohibited acts and behaviors specified in various articles of this Contract are performed.

Article 15 - FORCE MAJEURE
15.1 - In order for an event to be considered as force majeure within the framework of this contract, the event occurring despite the fact that the party affected by the event has shown the necessary care and attention and has taken the necessary precautions, cannot be prevented, avoided or eliminated and this situation must significantly or completely negatively affect the fulfillment of the obligations under the contract in terms of time and / or cost. Events such as natural disasters, legal strikes, general epidemics, declaration of partial or general mobilization, war, terrorism, which constitute an obstacle to the continuation of this Agreement, shall be accepted as force majeure events, which are not caused by the parties and which constitute an obstacle to the fulfillment of the commitment and which are determined as situations in which the parties are unable to eliminate this obstacle, provided that the Counterparty notifies the other Party in writing within fifteen (15) days following the date of their occurrence and this situation is documented by the competent authorities. The parties may unilaterally terminate the contract due to force majeure. In this case, if the Contract is terminated, no indemnification obligation of the parties will arise.

Article 16 - PARTIAL VOIDING
16.1 - If any of the articles of this Agreement is deemed invalid or canceled, this does not affect the validity of the other articles of the Agreement.

Article 17 - AMENDMENT OF CONTRACT
17.1 - This agreement supersedes all previous agreements, both written and oral, which may have been made by the parties, especially with regard to confidentiality. Amendments to the agreement may only be made in writing.

Article 18 - DISPUTE RESOLUTION AND COMPETENT COURT
18.1 - This Agreement has been concluded subject to the laws of the Republic of Turkey, and the Parties shall make every effort to settle all disputes that may arise during the implementation of this Agreement through reconciliation and settlement. In the event that the disputes are not resolved by settlement between the Parties, the Parties have the right to assert their claims that the relevant provisions of this Agreement have been violated before the judicial authorities, to claim compensation and to file a lawsuit, and the competent court is Istanbul Çağlayan Courts and Enforcement Offices.

Article 19 - ENFORCEMENT
19.1 - This Agreement shall enter into force on the date signed by both parties and shall terminate as specified in the Agreement unless terminated earlier.
This Agreement has been signed by the parties on ________ in 2 (two) copies by agreeing on all matters.

ALİ FUAT CAN
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