Confidentiality Agreement

1. Parties

This Confidentiality Agreement (“Agreement”) is executed between Kolay Yazılım Anonim Şirketi (“Kolay İK”), which is located at Mesa Koz Sahrayıcedit Mah. Atatürk Cad. N:69 K:5 D:81 Kadıköy, Istanbul, Turkey and (………………………………….) (“Company”), which is located at (……………………….) under the terms and conditions set forth below.

In this Agreement, Kolay İK or Company separately referred to as “Party” and together as “Parties”.

2. Subject of the Agreement 

The subject of this Agreement is to determine the provisions and conditions regarding the use of information shared and considered confidential during the discussions, work and services provided within the scope of the relationship between the Parties, and to regulate the rights and obligations of the Parties in this context.

3. Definition of Confidential Information 

In the scope of this Agreement, “Confidential Information” refers to all intellectual and industrial property rights and financial rights such as software, patents, licenses, and copyrights of any Party that the other Party is directly or indirectly aware of, including but not limited to trademarks, trade secrets, any and all ideas for improvement, invention, method, process, operation and innovation developed, written, found or applied by the Party, including but not limited to databases, computer programs and their documents, encryption techniques, processes, advertising and marketing plans, product plans, technical plans, business strategies, strategic alliances and partners, financial information, engineering data, product and service-related data, all methods and processes, estimates, personnel information, customer lists, trade secrets, product design capabilities, specifications, identity of potential and actual customers, suppliers, and any and all documents, materials, information, and documents provided by one Party to the other Party, regardless of whether they are indicated as confidential or proprietary, whether orally, in writing, graphically, or in machine or computer-readable form. Confidential information and data shall be considered confidential even if not designated as such in writing or orally.

4. Declarations and Undertakings of the Parties
   1. Each Party undertakes, with respect to the Confidential Information of the other Party:
      1. to keep the Confidential Information confidential to the best of its ability,
      2. not to disclose, transfer, or otherwise make available the Confidential Information to any third party, except as provided for in this Agreement, and
      3. to agree and undertake not to use such Confidential Information, directly or indirectly, for any purpose other than for the purpose of sharing it as intended or for any reason whatsoever.
   2. Confidential Information may only be disclosed with the prior written consent of the other Party and with a written commitment to comply with the limitations on Confidential Information set forth in this Agreement from the third party to whom the Confidential Information will be disclosed.
   3. The Parties shall take all reasonable measures to protect the Confidential Information. These measures shall not be less than those taken by the Parties to protect their own confidential information. Confidential Information shall only be disclosed to the Parties and to the personnel of the Parties who are directly involved in the performance of the work for the purposes of sharing and who need to know the Confidential Information for such purposes, and the Parties shall ensure that their personnel comply with all the terms and conditions of this Agreement. However, any breach of personnel shall be the responsibility of the employer.
   4. The partial disclosure of Confidential Information to any third party or unauthorized personnel for any reason shall not invalidate the obligation of confidentiality for the undisclosed portion. This shall in no way provide a justifiable reason for the disclosure of the remaining portion of the information.
   5. The following information shall not be considered as Confidential Information under this Agreement:
      1. Information that is already known by the public or becomes known to the public after the execution of this Agreement, or that comes into the possession of the public without a breach of the Parties’ confidentiality obligations;
      2. Information that is developed by a Party without using the other Party’s Confidential Information;
      3. Confidential Information that is requested by competent authorities in accordance with applicable laws or as part of an investigation, prosecution, or trial conducted by judicial or administrative authorities.
   6. The ownership of the Confidential Information and all related rights shall remain solely with the disclosing Party, who has provided such Confidential Information. The Parties acknowledge that no rights, licenses, or other authorizations with respect to such Confidential Information have been granted by the disclosing Party to the receiving Party. The Parties acknowledge that the Confidential Information of the other Party is valuable commercial information.
   7. The Parties do not make any representations or warranties regarding the accuracy, integrity, condition, suitability, or commercial utility or performance of the Confidential Information, except as it relates to the impact on the work being performed.
   8. If either Party discloses the other Party’s Confidential Information without permission, it shall immediately and in writing report this to the other Party upon becoming aware of such disclosure. The disclosing Party shall cooperate with the other Party in any action taken against third parties concerning the Confidential Information disclosed. The Parties acknowledge that unauthorized disclosure, use or disposal of Confidential Information will cause irreparable harm, loss of business, and significant damage to the owner of the Confidential Information. Therefore, in the event of a breach of this Agreement, the Parties agree to indemnify and hold harmless the other Party from any and all direct damages, including but not limited to the other Party’s expenses, costs, and attorneys’ fees arising from such breach and finally determined by a court of competent jurisdiction.
   9. In the event that either Party decides not to enter into a business relationship regarding the subject matter of this Agreement or for any other reason requests the return of the Confidential Information, all copies of documents containing or reflecting the Confidential Information and all copies thereof shall be returned to the Party disclosing such Confidential Information within 10 (ten) days of the written request of such Party. Confidential Information and copies thereof that cannot be returned shall be immediately destroyed. The Parties shall be obligated to inform each other in writing that the conditions of this clause have been fulfilled.
   10. The Parties agree that Confidential Information may be stored in accordance with the provisions of this Agreement, without any approval required, under legal obligations or company record-keeping processes.
   11. The execution of this Agreement does not obligate the Parties to enter into any other agreement, including any contract that may be contemplated.
5. Miscellaneous Provisions
   1. The Parties may not assign or transfer their rights and obligations arising from this Agreement to third parties without the prior written consent of the other Party.
   2. The invalidity of one or several non-essential provisions of this Agreement, in whole or in part, shall not affect the validity of the remaining provisions of the Agreement.
   3. Failure to exercise the rights defined in the Agreement, in whole or in part, or their late use shall not be construed as a waiver of the exercise of these rights. Any waiver under this Agreement shall be effective if made in writing and signed by an authorized representative of the respective Party.
   4. The addresses of the Parties specified in Article 1 above are their legal notification addresses, and notifications to these addresses shall be valid unless any change of address is notified in writing.
   5. In case of any disputes arising from this Agreement, the electronic and system records, commercial records, ledger records, microfilm, microfiche, and computer records of the Parties will be valid, binding, conclusive, and exclusive evidence, and this provision shall constitute an agreement of conclusive and exclusive evidence within the meaning of Article 193 of the Turkish Code of Civil Procedure numbered 6100.
   6. Any disputes arising from this Agreement shall be resolved by Istanbul Central (Çağlayan) Courts and Execution Offices.
   7. This Agreement shall enter into force on the date of signature and remain in effect for a period of [__]. Even in case of termination of the Agreement for any reason, the obligations of confidentiality and non-use of Confidential Information specified in articles 4.1(a), 4.1(b), and 4.1(c) shall continue to be in effect for a period of [__].

This Agreement consisting of five (5) articles has been executed in two (2) copies on [__date__]. The stamp duty arising from this Agreement shall be paid equally by the Parties.