Confidentiality Agreement
1. PARTIES
This Agreement: "Mehmet Akif Mahallesi Bahariye Caddesi 1. Oğuz Sokak Net Business Center No: 21 Küçükçekmece, Istanbul", with the commercial register number 43416-5 and the website "www.netagroup.com", NETA GROUP ( NETA GROUP) with ………………………………………………………………. (SUPPLIER) under the following terms and conditions.
The SUPPLIER and the NETA GROUP will hereinafter be referred to as "Party" if used individually and "Parts" if used jointly.
2. OBJECT
In the context of the provision of international rail, road and multimodal transport services, NETA GROUP will share information with the SUPPLIER directly, in writing or verbally, through its own personnel and/or consultants to be appointed. In this framework, the Parties have agreed on the ex officio signing of this Confidentiality Agreement.
3. DEFINITION OF CONFIDENTIAL INFORMATION
All communication from/towards NETA GROUP, from its workers, agents, consultants or employees to the SUPPLIER's Workers, agents, consultants or employees and to any representative of the Neta Group, including those who currently or previously have a contractual relationship with the SUPPLIER, and /or the activities, commitments, operations, services, studies, designs, plans, relationships, technology, know-how, intellectual and industrial property rights, assets, personnel, secrets Neta Group's customers' business, strategies and products (as a result of carrier's or its advisers' review of materials relating to Neta Group and/or Neta Group, including its management, financial, marketing, commercial , technical and other types and information on current, previous or prospective customers and the activities of SUPPLIERS. All commercial, financial, technical information and their contents, learned or provided by NETA GROUP executives or employees, representatives, SUPPLIERS or third parties to the SUPPLIER or its consultants in any written, drawn or legible format or disclosed in any way in All data types, plans, compilations, studies, portal access passwords and other Neta Group information, including all reports, analyses, personal data, created by, reflecting or containing information and prepared by the SUPPLIER or its consultants or personal, as indicated above, for Neta Group, will mean 'CONFIDENTIAL INFORMATION'. The SUPPLIER accepts, declares and undertakes that it will keep the confidential information indefinitely during and after the commercial relationship with Neta Group, NETA GROUP, starting from the date of entry into force of this Agreement, and for the following 10 years, during and after the end of the contract, and will not disclose them to third parties without the written consent of NETA GROUP.
Personal data under this Agreement; means "any information relating to an identified or identifiable natural person".
4. PROTECTION OF CONFIDENTIAL INFORMATION
The SUPPLIER accepts the following regarding Confidential Information obtained in any form and manner. All other organizations operating under the SUPPLIER and their representatives, including board members, officers, staff, interviewers, bosses, agents and lawyers, accountants, consultants and financial planners, also appointed or newly appointed by the SUPPLIER and representing the SUPPLIER, have the following obligations: they will comply with the following:
a) The SUPPLIER will use the Confidential Information, including the personal data it receives, in the service of ……………………… only as necessary for the performance of the Contract, and this Confidential Information will be used for its own or interests or third-party purposes other than the requested purpose and will not use or disclose for any other purpose, including but not limited to.
b) The SUPPLIER will not disclose or authorize access to such information in whole or in part, at any time (directly or indirectly) without the written consent of Neta Group, to anyone other than its employees or consultants who are required to know the Confidential Information because of their duties.
c) The SUPPLIER will treat all information obtained at any time as private and confidential and will take all necessary measures to ensure and protect this confidentiality.
d) The SUPPLIER shall not copy, multiply or reproduce the information or materials or other documents or materials and data, including personal data provided, disclosed or disclosed by NETA GROUP, in any form, except as required by the relevant legislation in force and the drafting of reports that can be drawn up as a result of studies.
e) All information provided, including personal data, will always remain the property of NETA GROUP, and the disclosure of Confidential Information to the SUPPLIER or the granting of access to Confidential Information cannot be interpreted in any way as granting a right or authorization by NETA GROUP in relation to any part of the information or materials provided to the Carrier.
f) The Supplier acknowledges that a copy of the reports created by the Supplier’s personnel using the acquired data, which reflect or contain such information, must also be provided to NETA Group.
g) The access passwords to the ‘Neta Group 'Portal' provided/to be provided to the SUPPLIER are confidential. The SUPPLIER undertakes to cancel the passwords provided for accessing the ' ‘Neta Group Portal' and to request a new password for new personnel, in case its personnel might leave his/her workplace for any reason.
h) The SUPPLIER may not use the name and title of NETA GROUP and the Customers as a reference without the written consent of NETA GROUP in its brochures, advertisements and offers.
5. INFORMATION THAT MAY BE DEEMED AS NON-CONFIDENTIAL
Information previously held without obligation of confidentiality,
Information that has become public through no fault of either party,
Information that must be disclosed in accordance with relevant legislation, court decision or administrative orders of authorized official institutions.
6. PROTECTION OF PERSONAL DATA
As the data controller, the SUPPLIER hereby accepts, declares, and undertakes that any and all actions or transactions related to the processing of personal data on behalf of the NETA GROUP will be duly compliant with extant laws and regulations concerning the subject matter, as well as any future legislations relating to the protection of personal data and any modifications thereof.
In addition to the obligation to comply with the legislation, the NETA Group must also ensure the proper handling of any personal data that it may process in any capacity e.g. acquisition, registration, storage and maintenance, on behalf of the NETA GROUP SUPPLIER:
a) Inform/illuminate the Relevant Subject (the natural person whose personal data are processed) in compliance with the legislation (including, by way of example but not limited to, the rights of the interested party within the scope of application of the legislation, for which purposes personal data may be processed, etc., to obtain the consent of Neta Group,
b) If necessary, within the framework of this Agreement, the transfer of personal data to Neta Group and the use of such personal data by NETA GROUP in order for the data subject to benefit from campaigns, promotions and sales to Neta Group, surveys, marketing and after-sales activities. Also to inform/illuminate the interested party in the context of the relevant legislation and to obtain the explicit consent of the concerned, regarding access through communication channels (such as telephone, e-mail - post, letter, SMS /MMS, etc.) for the aforementioned purposes by NETA GROUP.
c) keep all personal data confidential for the duration of this contract and indefinitely after the end of the contract; Use the personal data processed only for the performance of this contract, do not use it for any other purpose and do not disclose the personal data to third parties other than Neta Group, including institutions and public organizations, in any way without the prior written approval of NETA GROUP, with the exception of the cases foreseen by the legislation on the matter, or not to transmit, reproduce or copy.
d) Not to process personal data for a time longer than necessary for the purpose of obtaining them, and immediately cancel and/or destroy personal data, unless in case of particular instructions by NETA GROUP,
e) Act in accordance with all instructions of NETA GROUP in the field of processing or transferring all types of personal data,
f) Concerning the processing and/or transfer of personal data, all requests related to disputes or issues that may impact Neta Group's interests, including personal data access requests from relevant individuals and complaints about Neta Group, must be promptly reported to and supported by Neta Group. The person dealing with these requests should fully cooperate with Neta Group and provide any required documentation and information, except when prohibited by law or when Neta Group provides counter instructions in writing. The individual must not take any action that would affect Neta Group's interests or transactional activities without obtaining prior written permissionThe CONTRACTOR accepts, declares and undertakes to grant access to its facilities, computers and other IT systems in order to ensure compliance with the matters listed in this article and the fulfillment of other obligations relating to the security of personal data in the contract and its annexes, in person or through a body to be designated by NETA GROUP.
g) The CONTRACTOR guarantees that its employees, shareholders and contractors also act in compliance with this article.
The obligations present in the contract and in the annexes are reserved to Neta Group, the SUPPLIER will be solely responsible against any type of damage, lawsuit, request for reimbursement or related proceeding that may derive from the violation of the obligations specified in this article towards Neta Group , which will be fully and promptly compensated in cash, fully and in advance.
7. MEASURES TO BE ADOPTED
If the SUPPLIER has disclosed the Confidential Information of NETA GROUP in an unauthorized way, it will immediately inform NETA GROUP in written and verbal form and will do its best to reduce the damages NETA GROUP could be exposed to. NETA GROUP may pursue all legal remedies, either on its own accord or upon notification from SUPPLIER, in the event of any communication deemed necessary by NETA GROUP. All incurred expenses will be at the SUPPLIER's account and compensation will be claimed for any suffered loss or damage. SUPPLIER is under obligation to indemnify and compensate any losses or damages experienced by NETA Group as a result of such communication.
8. DURATION OF THE CONTRACT
This Agreement became effective on the date of signature, and the SUPPLIER's confidentiality obligations under this Agreement will remain in force indefinitely for the duration of the business relationship with NETA GROUP, and for a period of 10 years thereafter. Confidentiality obligations relating to personal data will remain in effect for the duration of the Agreement and beyond its conclusion.
9. JURISDICTION AND APPLICABLE LAW
The parties have agreed that Turkish law will be applied in disputes that may arise from the implementation and interpretation of this agreement and that the Central Courts of Istanbul (Çağlayan) and enforcement directorates will be authorized.
10. COMMUNICATION ADDRESS
Notifications to be made under the Agreement are made to the legal notification addresses specified in Article 1 of the Agreement, by notary, telegraph, registered letter or email. However, complaints, resolutions and appeals must be sent by notarized telegraph or registered letter with return receipt. The parties agree that all types of proceedings and notifications to be made to these addresses are valid and legal. Unless the parties' changes to the address or contact information are notified to the other party in writing within 3 business days at the latest after the date of the change, the notifications to the old address and contact information will be valid.
11. STAMP DUTY
With the exception of the tax (Stamp Duty) that may derive from the contract and other financial obligations, the SUPPLIER will pay and the documentation relating to the payment will be delivered to NETA GROUP within the legal term. If the financial obligations referred to in this article are paid by NETA GROUP for any reason, the SUPPLIER accepts and undertakes to pay this amount to NETA GROUP together with the annual default interest to be calculated from the payment date.
12. SIGNATURE
This Agreement has been read and negotiated by the Parties and signed in 1 copy by mutual agreement on ………………… and the original copy has been delivered to NETA GROUP and the original copy has been delivered to the SUPPLIER.
Attachment: Circular signed by the Parties
NETA GROUP
