This Clarification Text has been prepared by LROUX TEKSTİL VE E-TİCARET LİMİTED SİRKETİ ("Company") in order to enlighten the customers of the Company regarding the processing of personal data by the Company within the scope of the Personal Data Protection Law ("Law") numbered 6698.
The Company and the Information Receiving Party will be referred to individually as the "Party" and together as the "Parties".
1. Scope and Purpose of the Agreement
The Company has occasionally disclosed to the Information Receiver Party some technical and / or commercial information and other confidential information regarding this commercial information that it owns and / or accepts to be confidential. The purpose of this Agreement is to regulate the terms and conditions for the Information Receiving Party to protect this information in confidentiality.
This Agreement has been concluded in order to regulate the obligations of the Information Receiving Party regarding the protection and non-disclosure of Confidential Information by the Information Receiving Party and the rights and obligations of the Parties within this scope.
2. Confidential Information and Other Definitions
Within the scope of their mutual commitments, the parties have reached an agreement as follows:
2.1. In this Agreement:
"Secret information"; Disclosed directly or indirectly by the Company and / or its Representatives and / or affiliates to the Information Receiving Party and / or its Representatives in written, oral, visual, electronic or other forms and in any form without limitation; and Any technical, commercial and / or sales information, structures, models, data, photos, processes, techniques, know-how, financial statements, applications, principles, formulas, algorithms, transactions that directly or indirectly concern the Company, Unpublished records, reports, financial or legal information, intellectual property rights, patents, designs, proprietary information, customer or supplier lists, sales projections and analysis, sales, service, project, product, supply and volume information, price lists, pricing methods, contracts, records, information about the Company, the financial position of the Company, results, assets, liabilities, operations, employees, estimates and expectations, purposes, trade secrets, sales and marketing information, business plans, invoices, ideas, software and computer programs, passwords, methods, concepts, systems and any other information, whether under legal protection or not, and all commercial, legal, Any information or data in written, verbal, photographic, electronic, magnetic, visual or other media, including but not limited to financial, technical and administrative information and customer information, strategies, goals and other trade secrets, regardless of whether it is declared confidential or not. and its know-how expresses itself;
"Copy" or "copies", any document, electronic file, note, printout, summary, study, plan, compilation, report, data, table, analysis or otherwise containing, displaying, reflecting or Confidential Information means copies, reproduction, output, or other forms derived from Confidential Information, or parts thereof, of Confidential Information that contains information to represent or record the information created using it, and “copying” is interpreted in accordance with this definition;
3. Confidentiality Obligation
3.1. The Party Receiving the Information agrees and undertakes that it will keep the Confidential Information absolutely confidential and will not disclose the Confidential Information to any third party. This Agreement includes, retrospectively, the Confidential Information that the Information Receiving Party learned before the signing of this Agreement or that was provided or made available to the Information Receiving Party, and this is also valid for Confidential Information.
3.2. The Party Receiving Information is obliged to show the care and attention to protect its confidential information, provided that it is not less than the reasonable level of care in any case. The Information Receiving Party accepts that it will not use the Confidential Information in whole or in part for competitive or commercial purposes.
3.3. The Receiving Party and its Representatives shall not copy, reproduce or disseminate all or part of the Confidential Information and the information and documents derived from the Confidential Information.
3.4. If the Receiving Party learns that the Confidential Information has been disclosed to a third party or obtained by third parties (including electronic access), it shall immediately inform the Company regarding the theft, damage, loss, unauthorized disclosure or access. will inform.
4. Return of Confidential Information
4.1. The Company can always terminate the Information Receiving Party's access to Confidential Information for any reason. The Party Receiving Information, upon the request of the Company, to return the Confidential Information contained in the seventh and all copies to the Company immediately and in any case within 5 (five) days after the Company's request or the termination or expiration of the Contract; and Confidential Information, to destroy or delete all copies completely and permanently from all computers or all other electronic devices that it possesses or controls, without taking any copies, and to ensure that its Representatives perform these transactions exactly.
5. Ownership of Confidential Information and Intellectual Property Rights
5.1. All rights, powers and interests on the Confidential Information disclosed by the Company are exclusively the property of the Company. The company is the owner of the Confidential Information and the sole owner of all the rights of disposition on the Confidential Information. The Receiving Party decides that this Agreement shall not be interpreted by the Company as the transfer or sale of any right regarding Confidential Information or a copy thereof, and that this Agreement and no patent, copyright, trade secret, know-how or other intellectual property rights shall be interpreted. accepts and declares that no license or right has been established and the Agreement will not be interpreted in this direction.
6. Data Protection
6.1. The Party Receiving Information accepts that it and its Representatives will comply with the Personal Data Protection Law No.6698 ("KVKK") and all related secondary legislation. The Information Receiving Party will not transmit any personal data (as defined in the KVKK) provided to it by the Company regarding natural persons to any third party and will not use this data for any purpose. Any personal data provided or given to the Information Receiving Party regarding the Company or acquired within this scope will be destroyed by the Information Receiving Party upon the request of the Company before the termination or termination of the Agreement.
7. Right not to Disclose and Undertakings
7.1. For the avoidance of doubt, none of the regulations in this Agreement obliges the Company to provide the Confidential Information requested by the Information Receiving Party to the Information Receiving Party in whole or in part. In this context, the Company may refuse to provide the Confidential Information in whole or in part to the Information Receiving Party, at its own discretion.
7.2. The Receiving Party declares that the Confidential Information is disclosed to it "as is" or has been accessed and that the Confidential Information or any other information that the Company and / or its Representatives have been provided to the Information Receiving Party is correct, complete, complete or that they do not make any express or implied declaration or undertaking that it is reasonable.
7.3. The Company has no liability to the Information Receiving Party for the Information Receiving Party's use of the Confidential Information or its credit to the Confidential Information; Evaluation of Confidential Information is solely the responsibility of the Information Receiving Party.
7.4. Nothing in this Agreement shall mean that an offer has been made to the Information Receiving Party, an exclusive agreement has been reached with the Information Receiving Party, a request has been made, or within this scope, the Information Receiving Party has been granted a right in this respect, and shall not be interpreted as such. The Parties agree that any Party has no obligation to carry out a commercial or contractual relationship or transaction or similar nature due to this Agreement.
8. Duration of the Contract
8.1. This Agreement will enter into force on the date of signature specified in the introduction section and the obligations and commitments of the Parties under this Agreement shall be signed between the Parties to replace the provisions of this Agreement with regard to Confidential Information, or, in the absence of such agreement, for an indefinite period of time from the date of this Agreement. will remain.
9. Breach of Contract
9.1. In the event that this Agreement is violated by the Information Receiving Party or its Representatives, the Company may terminate this Agreement and terminate the negotiations and negotiations made within this scope by informing the Information Receiving Party in writing.
9.2. The Information Receiving Party is responsible for the damages incurred by the Company, its shareholders and related managers, officials, employees, representatives and consultants as a result of the Company's exercise of its rights arising from the Agreement or the breach of this Agreement by the Information Receiving Party or its Representatives. and / or other persons concerned, and ensure that they do not suffer any lawsuit, claim, cost, loss, liability, expense or loss of any kind. The Receiving Party shall inform the Company immediately and withdraw the Confidential Information at the expense of the Information Receiving Party in the event of any indication that this Agreement has been violated or violated by the Information Receiving Party or its Representatives. and to take all reasonable steps necessary to ensure that it is not disclosed in any other way.
9.3. The Receiving Party states that it may not be sufficient for the Company to compensate the damages incurred by the Company due to the violation of this Agreement, and that the Company may request execution or injunction from any court in any jurisdiction, in addition to all other available legal remedies. He agrees that he will have the right to take the decision.
10. Other Provisions
10.1. All amendments and changes to this Contract become valid by being made in writing and signed by each of the Parties.
10.2. The delay or failure of the Company to use any right, authority or legal remedies arising from the applicable law or any other document referred to in this Agreement or this Agreement shall not prejudice the subsequent use of such right, authority or legal remedies or waive them. can not be interpreted as being.
10.3. The use of the applicable law or any right, authority or legal remedy arising from this Agreement, partially or individually, does not prevent the reuse of the said right and authority or resorting to the relevant legal remedy.
10.4. In the event that any provision of this Agreement is invalid, illegal or unenforceable, this issue will not affect the legality, validity or applicability of the remaining provisions of the Agreement. In such a case, the Parties shall prepare a new similar provision to reflect the will of the Parties in the regulation of that provision, the part that is illegal, invalid or unenforceable.
10.5. The Party Receiving Information cannot transfer its rights or obligations arising from this Agreement to a third party without obtaining the prior written consent of the Company.
10.6. The parties accept that the addresses specified in the introduction part of this Agreement are their legal notification addresses. All kinds of correspondence within the scope of this Contract shall be made by hand, by e-mail or by registered mail with return receipt, to be sent via an internationally recognized courier company, provided that special circumstances regulated in the relevant legislation are reserved. If one of the Parties has not notified the other Party of the change of address within 10 (ten) business days, the notifications made to the known existing addresses will be valid.
10.7. The Parties confirm that they have the right, authority and legal capacity for the conclusion of this Contract and to be bound by the Contract and to fulfill the obligations stipulated in this Contract, in accordance with the applicable law and applicable to the relevant Party.
11. Applicable Law and Competent Jurisdiction
11.1. This Agreement is governed by the laws of the Republic of Turkey under Turkish law and shall be interpreted and implemented.