Corporate Confidentiality Protocol
I. PARTIES TO THE AGREEMENT, DEFINITION, AND PURPOSE OF THE AGREEMENT
This agreement is between METADIAG Information Technologies Industry and Trade Limited Company, located at İkitelli OSB Mahallesi YTÜ İkitelli Teknopark Street No: 1/103 Başakşehir / ISTANBUL (referred to as METADIAG in this agreement) and the individuals or legal entities committed to this agreement (referred to as the PARTY in this agreement).
In the scope of the discussions and service agreements between the PARTY and METADIAG, regarding the tasks/services defined in the agreement, protocol, or similar documents or planned to be agreed upon, both parties shall have access to written or verbal information that is considered “CONFIDENTIAL INFORMATION.” Both parties preemptively accept and undertake to comply with the terms set forth in this agreement due to the mutual access to such confidential information.
II. DEFINITION OF CONFIDENTIAL INFORMATION
The following information is considered confidential upon the signing of this agreement between the parties:
a) Any data, information, and documents classified as TOP SECRET, SECRET, PRIVATE, and FOR OFFICIAL USE ONLY, as defined by the “Principles Regarding the Security of Classified Documents and Materials,” enacted by the Council of Ministers on 13/05/1964 with decision No. 6/3048, and properly labeled accordingly.
b) Personal data as defined by the Personal Data Protection Law No. 6698 dated 24/3/2016.
c) Special secrets, financial information, employee information, system information, and all information, materials, programs, and documents compiled during the working period, as well as data stored within computer systems, hardware/software, and all other regulations and practices of the PARTY or the relevant unit to which services are provided, and all work performed by METADIAG and its employees during the working period.
d) Any information and documents that, if disclosed, could cause material or moral harm to individuals or institutions or unfairly benefit any person or institution, provided that the PARTY has notified METADIAG in writing that such information is of this nature.
III. PROCEDURE FOR PROTECTING CONFIDENTIAL INFORMATION
Within the scope of the written business/service agreement signed with METADIAG and the PARTY, for the purposes of fulfilling the objectives of the contractual relationship established under this agreement, the PARTY undertakes:
a) Not to disclose, alter, reproduce, or make public any confidential information to any third party by any means, except for sharing information and documents within the company for the purpose of carrying out the business or service for METADIAG.
b) Not to use confidential information directly or indirectly for any purpose or reason other than the execution of the business and the situations listed in paragraph (a).
c) To take all necessary precautions to ensure that confidential information is not directly or indirectly accessible to third parties.
d) To record all transactions related to the environments where confidential information is stored and to prevent access, alteration, or deletion of these records, and to avoid any behavior that would result in the aforementioned outcomes.
Confidential information obtained in connection with the service agreement and its related agreements is provided to employees who need to know this information for the execution of the business, in the necessary proportion, and with all maximum measures taken to protect the information. Employees who will access the PARTY’s confidential information shall comply with the necessary conditions specified in the confidentiality agreement.
METADIAG agrees, declares, and undertakes to notify the PARTY if it becomes aware that confidential information obtained from the PARTY has been disclosed in violation of this protocol.
IV. INFORMATION NOT COVERED UNDER CONFIDENTIAL INFORMATION
The parties to the agreement acknowledge, declare, and undertake that the following information does not fall under the scope of confidential information:
a) Information that has been made public by the PARTY itself.
b) Information that the PARTY has given written consent to disclose.
c) Information that must be disclosed pursuant to an applicable law or court order.
d) Information that is legally recognized as not being confidential under applicable laws and regulations.
V. NOTIFICATIONS AND RESPONSES TRANSMITTED THROUGH WHATSAPP OR OTHER MEANS UNDER THE SERVICE/EMPLOYMENT CONTRACT OR CONFIDENTIALITY PROTOCOL
Notifications and responses sent to the PARTY via WhatsApp or other applications or methods regarding transactions made by the PARTY or authorized third parties on METADIAG’s website under the service/employment contract, this confidentiality protocol, or other protocols/contracts between METADIAG and the PARTY, will be communicated to the PARTY’s mobile phone or other communication means.
In this respect, the PARTY or the related rights holders agree, declare, and undertake that METADIAG does not have any criminal intent regarding these notifications and responses, and that they will not file any complaints against METADIAG or make any claims for compensation, damages, or similar rights and receivables.
VI. RETURN OF CONFIDENTIAL INFORMATION
- METADIAG agrees, declares, and undertakes that in the event of termination or cancellation of the service/employment contract or this protocol between the parties or if requested earlier for justified reasons, all documents containing confidential information and their copies held by METADIAG shall be returned to the PARTY at the PARTY’s expense. The obligations and reasons stipulated by law for the retention, storage, and other actions related to the confidential information are reserved.
VII. COMPENSATION AND PENALTY CLAUSE
In the event that the PARTY partially or completely violates its obligations arising from this protocol, the PARTY agrees, declares, and undertakes to compensate for all direct and indirect damages and losses.
If the PARTY fails to comply with the conditions specified in the agreement, METADIAG shall not be held responsible for subsequent stages of the service provided. In this case, METADIAG has the right to unilaterally terminate the agreement.
METADIAG reserves the right to unilaterally terminate the agreement for justified reasons if the PARTY fails to fulfill its obligations under the service/employment contract and this protocol. In this case, the PARTY agrees, declares, and undertakes to compensate for all direct and indirect damages and losses.
METADIAG reserves the right to terminate this agreement at any time without cause and without compensation. In this case, all fees and expenses related to the services provided and/or committed up to that date shall be paid to METADIAG.
The PARTY agrees, declares, and undertakes that no criminal intent shall arise from the services and activities METADIAG will perform under the service/employment contract and this protocol.
METADIAG agrees, declares, and undertakes that while implementing the services and activities under the service/employment contract and this protocol at the request of the PARTY, neither the PARTY nor the related rights holders will file any complaints against METADIAG or make any claims for compensation, damages, or similar rights and receivables.
In addition to the compensation obligations specified in this clause, the PARTY agrees, declares, and undertakes to compensate METADIAG for any fines imposed by administrative or judicial authorities due to partial or complete violations of the obligations arising from this protocol, as well as to compensate for any damages caused by the violations that led to these fines.
VIII. PARTIAL INVALIDITY
- The parties agree, declare, and undertake that if any provision of this protocol is deemed invalid or annulled, this shall not affect the validity of the other provisions of the protocol.
IX. ASSIGNMENT AND DURATION
This protocol shall enter into force upon the PARTY’s acceptance and approval in the electronic environment or physical signing following its review and approval in the electronic environment. It shall remain in effect until terminated in writing by the parties, and the confidentiality obligations in this protocol shall remain valid even if the contractual relationship between the PARTY and METADIAG ends or this protocol is terminated in any way.
The PARTY agrees, declares, and undertakes that the rights and/or obligations specified in this protocol cannot be transferred in whole or in part to any other party.
X. NOTIFICATIONS
- The addresses specified by the parties within the scope of the service/employment contract and this protocol shall be considered valid addresses for notifications unless a change is notified in writing to the other party. Notifications sent to these addresses shall be legally valid.
XI. APPLICABLE LAW, COMPETENT AND AUTHORIZED COURT
- The interpretation and application of this protocol shall be governed by the laws of the Republic of Turkey. The Istanbul courts and execution offices shall have exclusive jurisdiction over all disputes arising from or related to this protocol.
XII. ENFORCEMENT
- This protocol, consisting of 12 main sections and the sub-clauses within those sections, shall enter into force upon the PARTY’s reading, understanding, and acceptance of this protocol on METADIAG’s website, and upon the PARTY’s approval and acceptance in the manner specified in the electronic environment.