AGREEMENT ON CONFIDENTIALITY AND PROTECTION OF PERSONAL DATA
This agreement has been signed on by registered under tax registration number 3290065762 at Ilyasbey tax office, under trade registration number 6961 at GEBZE TRADE REGISTRY OFFICE, having its registered office at İNÖNÜ MAH GEBZE PLASTİKÇİLER OSB MAHALLESİ CUMHURİYET CAD. NO: 85/1 GEBZE/KOCAELİ address and owning the internet site at http://www.numarine.com (hereinafter referred to as “NUMARINE”)
In this Agreement, NUMARINE and CUSTOMER/ SUPPLIER shall be referred to as "Party" individually and "Parties" jointly.
Parties shall negotiate a potential business relationship involving the disclosure of confidential and private information as well as trade and economic secrets of both parties. For this purpose, parties shall come together and hold meetings multiple times. Parties shall disclose certain confidential information to each other within the scope of their mutual interests and they came together and signed this agreement to ensure security of this information and prevent the use of the same beyond the intended purpose.
This agreement specifies the legislative requirements on protection of the personal data that may be disclosed between parties, definition of the information and documents that is owned by either party and should be kept confidential by the other party, conditions of classifying them as confidential, procedures of protection, inspection methods and obligations of real persons who possess all or a part of the information and documents or copies thereof and know contents of these documents by reason of office.
3. DEFINITION OF CONFIDENTIAL INFORMATION
Any information either Party discloses to the other Party in writing, verbally, in magnetic or electronic media or otherwise before or after the signing of this Agreement or commercial, financial, legal or technical information including the financial statements and reports, intellectual product and any data related with the intellectual product, formula, model, derivation, software, program, device, method, technical process, specifications of inventions, new products and information and descriptions about new product developments, scientific and technical specifications, boat and yacht models, documentation, information and documents, trademarks, patent, utility models, materials used for corporate communication, any information subject to industrial design and intellectual property, applications made in connection with the products and procedures subject to intellectual and industrial rights that are not processed or processed but revoked before publication by the governmental authorities, trade secrets or any information that is or is not subject to legal protection, any technical, commercial and economic information that is disclosed in writing or verbally during the business relationship between parties and business opportunities, projects, business models, customer and market information disclosed by parties to each other, know-how, production information, licence and GNP information/ file of either party, any information that is classified as confidential by the disclosing party or any information contents of which indicate confidentiality, any information considered personal data in accordance with the Personal Data Protection Law No. 6698 shall be considered as “Confidential Information”.
In addition, any new information either Party obtains by using any confidential information shall also be included in the scope of definition of confidential information.
4.PROTECTION OF CONFIDENTIAL INFORMATION
In connection with any information classified as confidential information under this agreement, PARTIES agree and covenant to:
a.protect in strict confidentiality, ensure security; refrain from disclosing confidential information to any third person without consent of the data subject, except for the executives, employees and consultants that agree to be bound by the provisions of this agreement and need to know the confidential information in accordance with the purpose of disclosure of the confidential information,
b.prevent access to confidential information in breach of the law and this agreement and ensure security,
c.refrain from disclosing to any third person and/or making public by any reason whatsoever,
d.refrain from using the confidential information beyond the purpose of disclosure,
e.refrain from using in a manner causing direct and/or indirect losses to the other party or refrain from using this information for obtaining commercial interests,
f.comply with the legislative provisions applicable to any confidential information and fulfil the responsibilities imposed under the applicable legislative provisions.
PARTIES agree and covenant in advance that they shall be directly liable for any breach of any third person in relationship with either party or their respective executives, employees and consultants that agree to be bound by the provisions of this agreement and they shall take all kinds of measures to prevent the breach of this agreement by these persons.
5.OBLIGATION ON PROTECTION OF THE CONFIDENTIAL INFORMATION AND DOCUMENTS AND NON-DISCLOSURE OF THE CONTENTS
a. PARTIES agree and covenant that they understand any information owned by the other Party or is subject to the other Party’s obligation to protect is confidential information shall be subject to prohibition on disclosure to the third persons and they shall refrain from providing this information to any third person by any reason whatsoever, take all kinds of measures for non-disclosure, ensure that these obligations are performed by their respective employees or other persons related with them by any reason whatsoever, refrain from offering the confidential information to the use, benefit of the third persons and prevent reproduction of the confidential information.
b. PARTIES agree and covenant to refrain from disclosing, reproducing the information and documents or contents of the documents classified as confidential that comes to their knowledge or obtained by them in the course of commercial collaboration negotiations.
c. PARTIES agree and covenant to refrain from obtaining, using, storing, copying, reproducing, non-disclosure and processing the confidential information or documents beyond the purposes specified by the disclosing party.
d. PARTIS agree and covenant to refrain from copying, reproducing, non-disclosure of the other party’s confidential information or documents in case they are obtained beyond the commercial relationship or documents come to their knowledge. Further, parties are obliged to notify the other party immediately in case of disclosure of any confidential information and deliver the information and documents obtained to the other party without any delay.
e. Parties represent, agree and covenant that employees, sub-employees, consultants and any third person who is or is not in business relationship with either party and is disclosed confidential information shall comply with the contractual obligations and legislative provisions applicable to any confidential information, and these persons have been informed of the contractual obligations as well as legislative provisions and data security and they have been provided with the necessary training. Either party represents, agrees and covenants to refrain from breaching provisions of this agreement and provisions of the legislation applicable to the confidential information; otherwise, it shall be directly liable for any loss that arises or may arise, as a contractual party.
f. PARTIES represent, agree and covenant to refrain from using the confidential information beyond the purpose of disclosure. It is prohibited to store and process the information for which the purpose of disclosure cannot be determined, or which is obtained without consent of the owner of the confidential information.
g. PARTIES agree and covenant that they shall keep activities, business development and marketing strategies, identity of customers, commercial and professional secrets and any information obtained in confidentiality whether it is confidential or not, and they shall refrain from using and disclosing this information.
h. Neither Party shall refrain from disclosing the confidential information protected under this agreement to any 3rd person without written consent of the other party, distributing by any means whatsoever, disclose through printed press and media organs and using for creating business potential and advertising.
i. PARTIES are obliged to return any confidential information to the owner and destroy the copies in their possession without any delay in case commercial relationship / collaboration negotiations that caused execution of this agreement is terminated.
6.PROTECTION OF PERSONAL DATA
PARTIES represent, agree and covenant to comply with the Personal Data Protection Law No. 6698, perform all obligations imposed under this law and the other legislation in full, and indemnify the other party against any loss or damage that may be suffered due to failure in performance of these obligations.
For this purpose, PARTIES represent, agree and covenant that:
a.personal data disclosed to the other party has been obtained in accordance with the Law No. 6698 and applicable legislation and explicit consent of the data subject has been obtained to disclose the personal data,
b.data transferred to the other party is accurate and up-to-date,
c.it is responsible for informing the party to whom the personal data is transferred due to the request of the person concerned or the decision of the institution for the personal data they transmit, or the situations that need to act ex officio, such as the expiry of the reasons requiring processing,
d.it is obliged to prevent unauthorized processing and access to personal data and to ensure protection of the personal data, and accordingly, it has taken all administrative and technical measures required,
e.processing and destruction of data transferred to them shall be performed solely in accordance with the instructions of the transferor and it shall act in accordance with the Personal Data Processing and Protection Policy, and Personal Data Storage and Destruction Policy of the data transferor in compliance with the legislation and purpose and scope of processing;
f. for the purpose of personal data for which it acts as Data Controller, either party may audit and/or procure the audit of all media such as system information, document, cloud, etc. of each other any time and inspect the reports prepared as a result of audit and service providers;
g.the relevant breach shall be notified to the disclosing party immediately in case of any breach about the personal data,
h.under this agreement, they shall be subject to the confidentiality obligation indefinitely for both confidential information and personal data.
7.INFORMATION THAT IS NOT INCLUDED IN THE SCOPE OF DEFINITION OF CONFIDENTIAL INFORMATION
As an example and for the purposes of this agreement, information that is not included in the scope of definition of confidential information is listed below:
1.Information that comes to public knowledge without omission, influence or negligence of Parties
2.Information that is owned by either contractual party and disclosed to the other party by any third person without obligation of confidentiality,
3.Information that is developed by either contractual party in an independent manner without access to confidential information of the other party,
4.Information permitted to be disclosed without confidentiality obligation with the written consent of the party that discloses its confidential information to the other party,
5.Information that is required to be disclosed by reason of applicable laws, regulations, court decision or administrative order, However, the party that receives the court decision/ administrative order shall immediately notify the other party of the court order or administrative order in writing and support the other party in its efforts to eliminate the obligation to disclose and disclose the Confidential Information solely to the extent required under the court decision or administrative order in question.
In any case, any information and document that should be kept confidential in accordance with the Constitution of the Republic of Turkey and the legislation are classified as confidential information.
It has been jointly agreed and undertaken that the disclosing party has exclusive right over any confidential information within the business line of the disclosing party and confidential information of disclosed to the other party or otherwise obtained. However, data subjects have exclusive right over the information within the scope of the Personal Data Protection Law No. 6698.
No provision in this agreement shall be interpreted in a manner that any intellectual or industrial property right of the party that discloses the confidential information to the other party in accordance with this agreement or any affiliate thereof has been transferred to the other party or permitted to be used by the other party by way of licensing or otherwise. Any confidential information, documents and (if any) other materials delivered to the other party by the disclosing party in accordance with this agreement are under ownership of the disclosing party, they shall be immediately returned to the disclosing party in case it is understood that they are no longer required for the performance of the obligations under this agreement, and the use thereof shall be possible solely when the disclosing party grants explicit authorization and solely limited with this authorization.
For ensuring the information security, PARTIES shall:
a.provide information on data security and data sensitivity to all employees and third person service providers and provide training to the extent necessary. For this purpose, either party covenant that their respective executives, employees, consultants and other third persons in business relationship with that party are persons possessing the necessary knowledge, skills and qualifications.
b.it shall take all necessary technical and administrative measures, follow technological developments in this context, and receive professional support on network security and protection of personal data to the extent necessary.
c PARTIES are obliged to review (if any) Personal Data Processing and Protection Policy and Personal Data Storage and Destruction Policy of the other party and act in compliance with these policies.
d. PARTIES are obliged to conduct periodical audits or procure performance of the same by a professional firm in order to ensure data security.
e. PARTIES shall take the necessary technical and administrative measures according to the technological possibilities and the cost of implementation to prevent confidential information from being stored in secure environments and for the purpose of being destroyed, lost or altered for illegal purposes.
10.RETURN OF THE MATERIALS CONTAINING CONFIDENTIAL INFORMATION
Any confidential information furnished in accordance with this agreement is and shall remain under ownership of the disclosing party. However, personal data is under the ownership of the data subject in accordance with the Personal Data Protection Law No. 6698.
In case this agreement expires or commercial relationship between parties is terminated, any confidential information and copies thereof possessed by the disclosed party, any letter, document, software, graphic, table or diagram, disk or other similar items containing confidential information shall be returned to the disclosing party and all copies shall be fully and permanently destroyed and deleted.
11.TRANSFER AND TERM
This agreement takes effect from the date of signing and remains valid for 2 (two) years even when the commercial relationship/ collaboration negotiations between parties are terminated. Obligations in this Agreement shall remain in effect for an indefinite period of time in connection with the personal data in case the Confidential Information is personal data in accordance with the Law No. 6698.
This agreement or any right hereunder may not be transferred whether wholly or partially.
12.GOVERNING LAW AND JURISDICTION
This agreement shall be interpreted in accordance with the Turkish Law and any dispute that may arise from this agreement shall be referred to the jurisdiction of Gebze Courts and Enforcement Offices.
In case one of the provisions under this Agreement becomes invalid or cancelled, the remaining provisions of the Agreement shall remain unaffected.
Failure of either party in requiring the performance of the contractual provisions by the other party shall not be interpreted as waiver of that right. Waiver of any and/or a part of the provisions under this agreement by either party shall not be construed as waiver from any right arising from further breach of the same provision or breach of another provision.
In case it is determined that CUSTOMER/ SUPPLIER breached provisions of this agreement, CUSTOMER/ SUPPLIER represents and agrees to pay penalty of TRY (...) to NUMARINE in cash and fully at once latest within 10 (ten) days following the date of first request. This penal clause does not substitute any performance or indemnity. CUSTOMER/ SUPPLIER agrees and covenants to refrain from claiming excessiveness of the penalty, refrain from exercising any legal remedy for reduction or invalidity thereof and that penal clause is a liquid debt that may be collected through enforcement in case of any breach of this agreement.
Stamp duty and/or any other duty and/or fees arising from this Agreement shall be paid by either party for each copy to be kept in their possession and a copy of the payment slip shall be sent to the other party within 5 (five) days following the date of payment.
Any notification to be served under this agreement shall be sent to addresses of parties that are specified in this agreement, via notary public or reply paid registered mail.
Parties agree that addresses specified in Article 1 "PARTIES" in this agreement are their official notification addresses and any notification sent to these addresses shall lead to all legal consequences of a valid notification served to the addressee even when the notifications are returned without delivery unless any change to these addresses is notified to the other party in writing within a period of 10 (ten) days.
This Agreement on Confidentiality and Protection of Personal Data consisting of 7 (seven) pages and 18 (eighteen) articles has been drawn up and executed on website in two counterparts upon reaching to a mutual agreement on the terms and conditions following the negotiations on each article between NUMARINE and CUSTOMER/ SUPPLIER.
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