CONFIDENTIALITY AGREEMENT
Our Privacy Policy PRIVACY AGREEMENT This "Confidentiality Agreement" (hereinafter referred to as the "Agreement") was signed between the parties listed below on (10.12.2020). DESCRIPTION OF INFORMATION Commercial Title Rauf Ticaret Private Company Address: BUYUKSEHIR MAH ATATURK BULVARI NO 38 IC DOOR 11 BEYLIKDUZU/İSTANBUL Whatsapp Customer Service: +90 5326697919 Telephone: +90 5335022987 Seller Mersis No: Seller E-Mail Address: huseyın@raufstoreluyin@rauf @raufticaret.com REACHING INFORMATION Real or legal persons who are members of www.pfindi.com and accept or are deemed to have accepted this agreement. Information Disclosure and Information Recipient will hereinafter be referred to as "Party" separately and as "Parties" together. Article 1- PURPOSE This Agreement enters into force on the date of (10.12.2020) and continues to be valid for 2 more years from the date of termination of the commercial relationship between the parties. The relationship between the parties requiring the sharing of Confidential Information is as follows; If the customer has a software subscription called pfindi and has learned the details of the analysis techniques by Rauf Ticaret ŞAHIS ŞİRKETİ as per the contract between them, the Information Discloser will share some Confidential Information of the Information Disclosure with the Information Area during all negotiations to be used by the parties if needed. This contract has been signed in order to define the information that should be kept confidential during the information exchange between the Parties and to establish the mutual rights and obligations of the Parties for the protection of this information. The Information Receiving Party accepts and declares that the Confidential Information and documents received from the Information Disclosure within the framework of the provisions of this agreement will be used exclusively as requested by the Information Disclosure and only in accordance with the terms and conditions determined under this Agreement. Article 2- DEFINITION AND SCOPE OF CONFIDENTIAL INFORMATION Within the scope of the confidentiality principle established between the Parties, which is the subject of the Agreement; Information shared by the Information Disclosure with the Information Area and contained in verbal, visual, magnetic or any other medium and to be defined as "Confidential Information"; All ideas, inventions, works, methods, patents, know-how, copyrights, trademarks, trade secrets, all kinds of innovations that are subject to legal protection or not, all written commercial, financial, technical information that the parties will learn during the commercial relationship. Customer information, Other future projects, advertising-promotional ideas and campaigns, Data, graphics, formulas, processes designs, plans, samples, reports, financial information, customer information, sales information, marketing information, production information, commercial information, definitions It covers the main topics that can be summarized as computer programs, designs, analysis, ciphers, techniques, concepts, systems, experimental studies. Although it is excluded from the above, all information that the Information Disclosure describes as confidential information, even verbally, is also considered as “Confidential Information”. All kinds of information, the definition and scope of which are stated above, will remain as Confidential Information within the scope of this agreement, especially the information below will be deemed as Confidential Information under this agreement: Working principle of the software named Pfindi The parts of the Pfindi analysis system taught by Rauf Ticaret ŞAHIS ŞİRKETİ Article 3- NOT CONFIDENTIAL INFORMATION INFORMATION The Information Recipient shall not have any responsibility or liability in case of using any Confidential Information with the following qualifications except as specified in the contract; If the Confidential Information was known by the Information Recipient at the time it was received and this situation can be proven by evidence(s), if it was developed independently by the Information Recipient's personnel who were not aware of this Confidential Information and this situation can be proven with evidence(s), If it was known to the public at that time, or If the Information is subsequently disclosed to the public without any fault of the Recipient, Without similar restrictions and without violating this Agreement, if they have been obtained legally from a third party following the fulfillment of all necessary investigations and investigations that the third party is not under any obligation not to disclose the Confidential Information of the third party, and if the fact can be proven by evidence(s), if disclosure is required by law to the Government of the Information Recipient, if their publication or use is approved with the written consent of the Information Disclosure, by notifying the Information Disclosure party in writing. Article 4- TERMS OF USE OF CONFIDENTIAL INFORMATION The Information Receiving Party accepts, declares and undertakes to comply with the following articles for the protection and use of Confidential Information for the duration of this Agreement and for the period specified in the contract from the date of termination of the relationship requiring Confidential Information between the parties: Information To use the Confidential Information in accordance with the purpose of the disclosure, to give the Confidential Information to its own personnel in accordance with the "need-to-know" principle, provided that they are relevant to the subject, by ensuring that they comply with the terms of this Agreement, to protect and keep the confidential information of the Information Discloser with the same care as for their own confidential information, Not to disclose the Confidential Information to third parties, including its shareholders, affiliates and subsidiaries, without the written consent of the Discloser, not to copy or reproduce the Confidential Information, in whole or in part, in any way, except as necessary to fulfill the purposes of this Agreement; if it has been copied or reproduced in whole or in part for the purpose of this Agreement, to put a restrictive phrase equivalent to those on the original text on the copied or reproduced copies, If necessary for the purpose of this Agreement, the institution, subcontractor or other third parties to which the Confidential Information is transferred. To ensure that Confidential Information is subject to the same restrictions as to its storage and disclosure. Article 5- OWNERSHIP OF CONFIDENTIAL INFORMATION The Discloser agrees that his Confidential Information and the rights in this information are his property and will not grant any right or ownership to the Information Recipient who discloses this information. Nothing within the scope of this agreement can be interpreted as granting the Information Recipient a special right/license to use the Information Disclosure's Confidential Information in the nature of software/information/work/product, which is protected in accordance with the intellectual and industrial rights legislation or other legislation. The Information User can obtain such usage rights only through other agreements independent of this agreement. Article 6- OBLIGATIONS OF THE PARTIES The Information Disclosure undertakes to provide all kinds of information and documents required within the scope of the work to the Information Recipient. The Information Recipient states that the information, documents, company name, title and other information and documents related to the project mentioned in this contract are confidential, and that for this reason, only he and his employees will know as much as they need to know for their job, and that these information and documents are never used. It accepts and undertakes that it will not be disclosed to third real and/or legal persons and organizations without the permission of the explainer, except for their working purposes. Information Recipient is jointly and severally liable for the non-confidentiality of his employees or those doing business on their behalf, and accepts and undertakes that his employees or those doing business on their behalf will abide by the confidentiality principles. Information User is primarily responsible to Information Disclosure in case of non-confidential attitudes and behaviors of those doing business on his behalf. In the event that the Information Disclosing learns that the documents and information related to the work provided to the Information Recipient by the Information Clarifier have been disclosed in violation of the contract without his consent, the Information Recipient shall be responsible for this. Although the Information Recipient has taken all necessary precautions to prevent the transmission of this information and documents to third parties, the Information Recipient cannot avoid liability by claiming that he has not prevented the dissemination of this information and documents and/or has no fault. The Information Recipient agrees and undertakes to indemnify any material and/or moral damages incurred by the Information Discloser in case of a situation contrary to this Agreement. Article 7- MEASURES TO BE TAKEN When the Information Recipient becomes aware of the disclosure of confidential information belonging to the Information Discloser in violation of the contract by the persons he is responsible for, he is obliged to notify the Information Discloser of the situation immediately and in writing. The Information Discloser has the right to apply to all legal remedies and to demand the elimination of any damage suffered by the Information Recipient, upon this notification or by itself, at the expense of the other party. Article 8- RETURN OF MATERIALS CONTAINING CONFIDENTIAL INFORMATION All kinds of materials containing confidential information are returned to the Information Discloser, to which this information belongs, immediately upon the termination of the commercial relationship between the parties or this confidentiality agreement and upon the written notice of the Information Disclosure. Article 9- DISCLOSURE OF CONFIDENTIAL INFORMATION The Recipient cannot transmit this information to third parties, distribute it in any way or by any means, disclose it through media organs and media outlets, or use it for advertising purposes, without the written consent of the Information Disclosure. Article 10- PENALTY CONDITION In case of breach of the confidentiality rules of this Agreement, the Information Recipient shall be liable to pay a penal clause of 15,000 TL to the Information Disclosure. Paying the penalty fee does not remove the right to claim the damage and loss caused by the violation. The Information Recipient agrees and undertakes to indemnify any material and/or moral damages incurred by the Information Discloser in case of a situation contrary to this agreement. Article 11- TRANSFER AND TERM This contract enters into force from the date of signature and remains in effect unless terminated by the parties as specified in the contract. Even if the commercial relationship between the parties ends, the confidentiality obligations in the contract will continue to be valid for 2 more years after the end of the commercial relationship. This agreement or any right herein is not transferable in whole or in part. Article 12- NOTIFICATION The addresses written above will be considered as the legal notification addresses of the parties in the implementation of this contract. In case of a change in the notification address of one of the Parties, the new notification address will be notified in writing to the other Party within one week. The Party whose address has changed is responsible for any liabilities that may arise due to not notifying the change of address within the specified time. All kinds of notifications, requests, requests, warnings and other notifications that are required or allowed to be given in accordance with this Agreement are made in writing and in Turkish to the addresses of the specified Parties by means of a confirmed fax and registered letter with return receipt to the addresses of the Parties specified in this Agreement. The date on which the parties receive these warnings is considered the date on which the warning was made. Article 13- FORCE MAJEURE In order for an event to be considered a force majeure event within the framework of this contract, the event that has arisen cannot be prevented, avoided or remedied despite the fact that the affected party has shown the necessary care and attention and taken the necessary precautions, and this situation requires the fulfillment of the obligations under the contract in time and/or or significantly or completely adversely affect it in terms of cost. Events such as natural disasters, legal strikes, general epidemics, partial or general mobilization declaration, war, terrorism, which prevent the continuation of this contract, shall be notified in writing to the other Party by the Other Party within 15 (fifteen) days following the date of their occurrence. and provided that this situation is documented by the competent authorities, it will be accepted as force majeure situations that are not caused by the parties and that constitute an obstacle to the fulfillment of the commitment and that the parties are not able to remove this obstacle. Due to force majeure, the parties may terminate the contract unilaterally. In this case, if the contract is terminated, the parties will not be liable for any compensation. Article 14- PARTIAL INVALIDITY If any of the articles of this contract is deemed invalid or canceled, this will not affect the validity of the other articles of the contract. Article 15- MODIFICATION OF AGREEMENT This contract supersedes all written and oral agreements that may have been made by the parties before, especially on confidentiality. Contract changes can only be made in writing. Article 16- SOLUTION OF DISPUTES This contract has been concluded in accordance with the Laws of the Republic of Turkey, and the Parties will make every effort to settle all disputes that may occur during the implementation of this contract by means of reconciliation and peace. In the event that the disputes are not resolved amicably between the Parties, the Parties have the right to assert before the judicial authorities their claims that the relevant provisions of this contract have been violated, to demand compensation and to file a lawsuit. . Article 17- ENFORCEMENT This Agreement shall enter into force on the date of acceptance by both parties and shall expire as specified in the Agreement unless terminated earlier. This contract is concluded when it is accepted by the Information Recipient by agreeing on all issues by the parties.