Privacy Policy

GENERAL CONFIDENTIALITY AGREEMENT

This "Confidentiality Agreement" (hereinafter referred to as the "Agreement") is entered into between NEC GRUP ÇETİNKAYA İNŞAAT TAAHHÜT TURİZM A.Ş., located at Üçevler Mah. 72. Sokak(220) Koçak İş Merkezi No:2 İç Kapı No:9 Nilüfer Bursa (hereinafter referred to as "NEC GRUP") and ...................., located at .................... (hereinafter referred to as "............."). NEC GRUP and ............. will collectively be referred to as the "Parties" and individually as a "Party."

1. Purpose:

The Parties may share certain Confidential Information with each other during the course of their communications, which may be necessary. This Agreement is made to define the procedures for exchanging confidential information and to set out the rights and obligations related to the protection of the Confidential Information shared between the Parties during their cooperation. This Agreement does not impose any obligation on the Parties to disclose or provide any document or information to each other.

2. Definition and Scope of Confidential Information:

For the purpose outlined in Article 1, the term "Confidential Information" refers to all the information that belongs to a Party and is considered a commercial secret or property, including but not limited to, design information, technical data, 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, forecasts and evaluations, financial reports, contract terms, records, and any other information or materials related to the Party's business. It also includes information related to NEC GRUP’s shareholders, affiliates, clients, consultants, and others to whom NEC GRUP has granted authorization or power of attorney.

Any verbal, visual, or non-written confidential information, or information shared through methods such as projects, drawings, devices, or components will also be considered Confidential Information under this Agreement. If information is disclosed verbally, it will be considered Confidential Information as long as the disclosing Party clearly indicates its confidential nature at the time of disclosure and provides written notice to the receiving Party within 10 (ten) days of disclosure.

3. Conditions of Use of Confidential Information:

The receiving Party agrees to comply with the following conditions regarding the protection and use of Confidential Information during the term of this Agreement, and indefinitely after the termination or expiration of the Agreement:

• To use the Confidential Information only for the purpose for which it was provided by the disclosing Party,
• To share the Confidential Information with its personnel only on a need-to-know basis, ensuring they comply with the terms of this Agreement,
• To exercise at least the same level of care as it does for its own confidential information to protect the Confidential Information,
• Not to disclose the Confidential Information to any third party without the written consent of the disclosing Party, including its shareholders, subsidiaries, or affiliates,
• Not to copy or reproduce the Confidential Information unless necessary for the purposes of the Agreement, and in case of reproduction, to label the copies with a restrictive legend equivalent to the original,
• If necessary, to ensure that any sub-contractors or third parties receiving Confidential Information also adhere to these confidentiality obligations.

4. Information Not Considered Confidential:

The receiving Party will have no responsibility or obligation regarding any Confidential Information if it meets the following criteria:

• If the information was already known to the receiving Party at the time of disclosure, and this can be proven by evidence,
• If the information was independently developed by the receiving Party’s personnel without knowledge of the Confidential Information and this can be proven by evidence,
• If the information becomes public knowledge without the fault of the receiving Party,
• If the information is lawfully obtained from a third party without any confidentiality obligations,
• If the information must be disclosed by law or by government order, provided that the receiving Party notifies the disclosing Party in writing in advance,
• If the information is disclosed or used with the written permission of the disclosing Party.

5. Ownership of Confidential Information:

Each Party acknowledges that the Confidential Information remains the property of the disclosing Party and does not grant any rights or ownership over the Confidential Information to the receiving Party. Nothing in this Agreement shall be construed as granting the receiving Party any intellectual property rights or licenses to use the Confidential Information, except under separate agreements.

6. No Liability:

The disclosing Party shall not be held liable for any errors, omissions, direct, indirect, special, incidental, or consequential damages, including loss of profits or other losses, arising from the use of any Confidential Information.

7. Breach of Agreement:

7.1 The Parties agree that if any obligation related to the protection of Confidential Information is violated, the violating Party may be liable for damages to the other Party.
7.2 If Confidential Information is disclosed, stored, or used in an unauthorized or incorrect manner, the appropriate authorities may initiate legal proceedings.

8. Duration of the Agreement:

This Agreement shall remain in effect for two (2) years from the date of signing unless extended by mutual written consent. After the expiration, the Agreement will automatically become invalid without further notice. Even if the Agreement is terminated or expires, the confidentiality obligations of the Parties will continue indefinitely.

9. Dispute Resolution:

Any disputes arising from the interpretation or implementation of this Agreement shall be governed by the laws of the Republic of Turkey, and the courts and enforcement offices of Bursa shall have exclusive jurisdiction.

10. Expenses:

The Parties agree not to seek reimbursement for any expenses incurred in the execution of this Agreement from the other Party.

11. Entire Agreement and Amendments:

The provisions of this Agreement constitute the entire understanding between the Parties and replace any prior oral or written agreements regarding its subject matter. Any amendments to this Agreement must be made in writing and signed by both Parties.

12. Severability:

If any provision of this Agreement is found to be invalid, illegal, or unenforceable under any law or regulation, the remaining provisions will remain valid and enforceable.

13. Employment Relationship:

This Agreement does not create any rights or obligations beyond its scope and shall not be interpreted as creating a partnership or any other business relationship.

14. Notification Addresses:

Any notifications, requests, or other communications required or permitted under this Agreement shall be in writing in Turkish and sent by registered mail or notary, to the addresses specified on the first page of this Agreement. Any change in the addresses shall be notified to the other Party in writing. Notifications sent to these addresses are deemed to have been received by the intended recipient.