CONFIDENTIALITY NOTICE FOR USE WITH POTENTIAL SUPPLIERS (BRANDİDEA AJANS HİZMETLERİ LTD. ŞTİ. ONLY)
This confidentiality notice ("notice") is dated 14th July 2020 and is made by CRIF, a company with principal place of business at Tantavi Mah. Estergon Cad. Bina No:24 Daire No: F24 Ümraniye / İstanbul, Alemdag VD: 1871245396, Turkey (the "Recipient"). The Recipient acknowledges and agrees that this Notice is made for the benefit of BRANDİDEA AJANS HİZMETLERİ LTD.ŞTİ, acting on its own behalf and its company affiliates worldwide ("BRANDİDEA AJANS HİZMETLERİ LTD.ŞTİ") for the Permitted Purpose (defined below).
1.For the purposes of this Notice:
"Confidential Information" means all information in any Document or any other form, of BRANDİDEA AJANS HİZMETLERİ LTD.ŞTİ or its company affiliates, disclosed or otherwise made available to the Recipient in connection with the Permitted Purpose, but excludes information which:
a) is public knowledge, other than by a breach of this Notice;
b) has been independently developed or acquired by the Recipient, as confirmed by written evidence.
"Documents" includes software, documents, or any materials in written, electronic or audio-visual form, whether in draft or final form.
"Permitted Purpose" means to discuss a possible future business relationship for the T-appy service. The geographic scope pertains to Turkey.
2. The Recipient understands that for the purpose of the Permitted Purpose that the Recipient may have access to BRANDİDEA AJANS HİZMETLERİ LTD.ŞTİ’ Confidential Information.
3. The Recipient understands that BRANDİDEA AJANS HİZMETLERİ LTD.ŞTİ. has agreed to provide the Recipient access to the Confidential Information for the Permitted Purpose subject to the terms and conditions of this Notice.
4.The Recipient acknowledges that the Confidential Information is valuable to BRANDİDEA AJANS HİZMETLERİ LTD.ŞTİ. and is a secret, confidential and sensitive nature.
5. In exchange for BRANDİDEA AJANS HİZMETLERİ LTD.ŞTİ providing the Recipient with the Confidential Information, the Recipient will:
a) keep the Confidential Information confidential and secure at all times;
b) only use or disclose the Confidential Information in accordance with paragraph 6
below or for the Permitted Purpose;
c) reproduce the Confidential Information only to the extent strictly necessary for Permitted Purpose; and
d) keep the existence, nature and content of this Notice confidential.
6.The Recipient agrees that it may disclose the Confidential Information:
a) to its authorized personnel, agents or Affiliates, on a need-to-know basis for the Permitted Purpose, provided they comply with the same or equivalent obligations of confidentiality,
b) to the extent required by law, regulation, court order, government agency, or any applicable stock exchange listing rules. Where such disclosure is required, the Recipient will immediately notify BRANDİDEA AJANS HİZMETLERİ LTD.ŞTİ. and will cooperate with BRANDİDEA AJANS HİZMETLERİ LTD.ŞTİ. reasonable instructions to limit disclosure, or
c) as agreed by BRANDİDEA AJANS HİZMETLERİ LTD.ŞTİ. in writing.
7.The Recipient agrees that the obligations of confidentiality contained in this document will continue until the end of the Permitted Purpose or for the period set out in applicable laws.
8.The Recipient acknowledges that:
a) this notice is intending and operates as a legally binding agreement for the benefit of BRANDİDEA AJANS HİZMETLERİ LTD. ŞTİ., without the need for BRANDİDEA AJANS HİZMETLERİ LTD.ŞTİ. countersignature;
b) damages may not be an adequate remedy for BRANDİDEA AJANS HİZMETLERİ LTD.ŞTİ. for any breach of this Notice by the Recipient; and
c) BRANDİDEA AJANS HİZMETLERİ LTD.ŞTİ. is entitled to seek specific performance or injunctive relief as a remedy for any breach or threatened breach of this Notice by the Recipient, in addition to any other remedies available at law or in equity.
9. The Recipient agrees that this Notice does not affect the intellectual property rights of either party, which will continue to be owned by or licensed to the relevant party introducing such rights.
10. Following the expiry of this Notice:
a) the Recipient will be entitled to retain in its confidential files one copy of the Confidential Information for legal archival purposes; and
b) the Recipient will on BRANDİDEA AJANS HİZMETLERİ LTD.ŞTİ.’ request either return all remaining copies of the Confidential Information to BRANDİDEA AJANS HİZMETLERİ LTD.ŞTİ. or destroy it and confirm in writing to BRANDİDEA AJANS HİZMETLERİ LTD.ŞTİ. that this has been done.
11. This Notice and any related disputes or claims will be governed by the laws of Turkey without regard to its conflict of law provisions.