CONFIDENTIALITY AND NON DISCLOSURE AGREEMENT
This Confidentiality and Non-Disclosure Agreement (“Agreement”) is executed by and between, on one side Iletken Teknoloji Ar-Ge Sanayi ve Ticaret A.S. (Hereinafter referred to as “VNGRS”), with its registered office at the address of Yıldız Teknik Universitesi Teknopark A1 Blok, No. 1B01, Davutpasa, Esenler Istanbul, Turkey; and […] (hereinafter referred to as (the “Company”), with its registered office at the address of […].
VNGRS and […] shall hereinafter be referred to as “Party” individually and “Parties” collectively.
WHEREAS, the Parties are discussing a possible business relationship regarding […] with each other and in connection with said discussions, one party may disclose (hereinafter referred to as the “Disclosing Party”) to the other party (hereinafter referred to as the “Receiving Party”), or otherwise grant to the other party access to, certain confidential, proprietary and technical information (hereinafter referred to as the “Confidential Information”); and
WHEREAS, the Parties recognize the potential value to the Receiving Party, and the corresponding risk to the Disclosing Party, resulting from the Disclosing Party’s disclosing and/or making available to the Receiving Party the aforesaid information, and therefore wish to record the strict terms and conditions on which Confidential Information shall be disclosed.
The Parties entered into this Agreement under the terms and conditions set forth below:
Scope of the Agreement: In connection with the possible business relationship between the Parties, the Disclosing Party will disclose to VNGRS “Confidential Information”. (“Scope”)
Confidential Information: Confidential Information under this Agreement is any kind of technical, financial, or legal information that the Disclosing Party discloses through its managers, employees or representatives to the managers, employees, consultants, lawyers, representatives or financial advisers of the Receiving Party via written, graphical or computerized means including but without limitation to the copyrights, patent, trade name, trade secret, processes, plans, technical plans, technical data, business strategies, financial information and projections in order to achieve the scope of this Agreement.
The Receiving Party hereby agrees, accepts and undertakes:
to treat and keep Confidential Information received from the Disclosing Party in confidence;
to limit the disclosure of Confidential Information to its managers, employees, consultants, lawyers, auditors, fund investors, co-investors, representatives or technical or financial advisers who needs to know such Confidential Information and will be obliged to maintain such Information confidential;
not to disclose Confidential Information to any other person, organization or entity without the written consent of the Disclosing Party.
VNGRS shall not incur any liability or obligation to the Company by reason of or arising out of VNGRS’s inspection and evaluation of the Confidential Information. VNGRS will not be liable for any loss, cost, liability or other claim in connection with the Confidential Information beyond reasonably foreseeable losses and will not be liable for lost profits or consequential or punitive damages.
The obligations imposed upon the Receiving Party by this Agreement shall not apply to any portion of said Confidential Information which:
is known by the Receiving Party prior to its receipt from the Disclosing Party; or
is now, or subsequently becomes, generally available to the public by publication or otherwise through no act or failure of the Receiving Party; or
is lawfully and in good faith received by the Receiving Party from a third party, without being subject to any confidentiality; or
is required to be disclosed to any government body or other authority pursuant to a lawful requirement of such body or authority or as required by law provided that the disclosing Parties in due time is given notice of such requirement in order for the disclosing Parties to seek to obtain protective order; or is approved for release or use by written authorization of the Disclosing Party.
No Inducement or Commitment
Neither the disclosure nor access to Confidential Information under this Agreement constitutes an inducement or commitment to enter into any business relationship. If the Parties desire to pursue other business opportunities, the Parties shall execute a separate written agreement with respect to such opportunities.
Duration and Termination
This Agreement shall become effective on the date of its signing and shall remain effective for a period of two (2) years from the date this Agreement is signed by both parties.
Notifications
The Parties accept that the above-stated addresses are their legal addresses and notifications to be made to such addresses shall be deemed duly made to the respective party.
The Parties hereby accept and undertake that any notification made to the above-stated addresses shall be deemed valid and legal if they do not notify any change in their legal address to each other within one (1) week commencing from the date of such address change.
Amendments to the Agreement
During the effectiveness term of this Agreement, the Agreement may be amended only by written agreement of the Parties.
Jurisdiction & Venue
This Agreement will be governed by and settled by arbitration in accordance with the Arbitration Rules of the Istanbul Arbitration Centre. The Arbitral proceedings shall be conducted in the English language and the seat of arbitration shall be Istanbul, Turkey.
Validity
If any provision of this Agreement is, or is likely to be held, illegal, invalid or unenforceable in whole or in part in any jurisdiction, this shall not affect the validity or enforceability in that jurisdiction of any other provision of this Agreement or the validity or enforceability of that provision or any other provision in any other jurisdiction, provided that the Parties shall in good faith negotiate a replacement provision or structure or agreement which in a legal, valid and enforceable way to the nearest extent reflects the original commercial intent of the Parties.
Assignment
Neither Party shall be entitled to assign this Agreement or any rights or obligations arising out of this Agreement without the prior written consent of the other. Any assignment without the prior written consent of the other shall be null and void.
Entire Agreement
This Agreement contains the entire understanding, and supersedes any and all prior and contemporaneous agreements (oral or written), between the parties regarding this Agreement’s subject matter. This Agreement shall not be modified, and no provision shall be waived, except by a writing that all the Parties sign. A party’s failure to require performance will not affect the right to require performance at any later time.
IN WITNESS WHEREOF, the Parties have duly executed the Agreement this [……] day of July 2018 in two originals, each Party hereby acknowledging receipt of one duly counter signed legally binding copy.