CONFIDENTIALITY AGREEMENT AND AGREEMENT ON THE PROTECTION OF PERSONAL DATA AND CONFIDENTIAL INFORMATION WITHIN THE SCOPE OF LAW NO. 6698
This Confidentiality Agreement (the “Agreement”) is executed and entered into by and between CS Global Health Tourism and Consultancy Services Inc., a joint-stock company duly incorporated and existing under the laws of the Republic of Turkey, registered with the Istanbul Trade Registry under number 447537-5, with its registered office at Esentepe Mah. Talatpaşa Cad. No:5/1 Kolektif House Şişli/Istanbul, having the official website www.flutravel.com and the phone number +90 543 960 43 25 (MERSIS No: 0215064297100001) (hereinafter referred to as “Flu Travel” or the “Disclosing Party”), and [CUSTOMER NAME TO BE AUTOMATICALLY INSERTED], residing at [CUSTOMER ADDRESS TO BE AUTOMATICALLY INSERTED], (hereinafter referred to as the “Receiving Party”), in accordance with the following provisions.
If either Party (the “Disclosing Party”) discloses Confidential Information (as defined below) to the other Party (the “Receiving Party”), the following terms and conditions shall apply.
1. Subject of the Agreement
CS Global Health Tourism and Consultancy Services Inc. and [Customer Name] have agreed to engage in negotiations or potentially conclude agreements regarding the services/transactions set forth in the annex hereto (“Annex-1”). The fact that such negotiations are carried out or that this Agreement is signed shall not be interpreted as a guarantee that a definitive contract will be executed with respect to the services/transactions/projects in question. However, the absence of such a definitive contract shall in no way affect the validity or enforceability of this Agreement.
During the aforementioned negotiations or agreements, the Receiving Party may gain access to Confidential Information and personal data belonging to the Disclosing Party, its group companies, partners, customers, products, and services. This Agreement is drafted to ensure the protection of such Confidential Information and personal data under the Law No. 6698 on the Protection of Personal Data and to prevent disclosure to third parties.
2. Definition and Scope of Confidential Information
2.1. Confidential Information shall include, but not be limited to: negotiations, discussions, idea exchanges, all written or oral information between the Parties; information concerning each Party’s customers, suppliers, internal operations, products, services, group companies, partners, subsidiaries, affiliates, and employees; business discussions, financial information, know-how, intellectual property, pricing, technological information, computer programs, source codes, embedded software and copies thereof; trade secrets; and any documents, designs, and lists marked or reasonably assumed to be confidential.
Even if not expressly listed here, any other information that should reasonably be considered confidential in the ordinary course of business shall also be deemed “Confidential Information.”
2.2. The following shall not be considered “Confidential Information”:
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Information that was publicly disclosed or made available by the owner at the time of disclosure,
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Information that is legally required to be disclosed under applicable laws, court orders, or administrative decisions by competent authorities. In such cases, the Receiving Party shall, to the extent permitted by law, promptly inform the Disclosing Party and use reasonable efforts to assist the Disclosing Party in preventing disclosure.
3. Obligations of the Receiving Party
3.1. The Receiving Party shall maintain strict confidentiality and take all necessary precautions to protect Confidential Information.
3.2. The Receiving Party undertakes not to share Confidential Information with third parties, not to reproduce, distribute, copy, disclose via media outlets, or use it for purposes other than those related to the Parties’ relationship, without the prior written consent of the Disclosing Party.
3.3. The Receiving Party acknowledges that the Disclosing Party holds exclusive rights to Confidential Information and that such information remains the property of the Disclosing Party.
3.4. Confidential Information may only be disclosed to employees or consultants of the Receiving Party on a need-to-know basis, provided they are informed about this Agreement and agree to comply fully with its terms.
3.5. The Receiving Party acknowledges, declares, and accepts that any personal data obtained will be collected, used, processed, and destroyed in accordance with Law No. 6698.
4. Breach of Agreement
If the Receiving Party fails to comply with its obligations under this Agreement, it shall immediately compensate the Disclosing Party for any material and moral damages incurred, together with statutory interest accruing from the date of claim until payment.
5. Term
This Agreement is indefinite. The completion of negotiations or the termination of the project/service specified in Annex-1 shall not terminate this Agreement. The Receiving Party shall continue to protect Confidential Information and personal data in accordance with this Agreement indefinitely. Otherwise, Article 4 shall apply.
6. Governing Law, Jurisdiction, and Evidence
This Agreement shall be governed by and construed in accordance with the laws of the Republic of Turkey. The courts and enforcement offices of Istanbul Central (Çağlayan) shall have exclusive jurisdiction.
In any dispute, the books, records, documents, microfilms, and computer records of CS Global Health Tourism and Consultancy Services Inc. shall constitute valid and binding evidence pursuant to Article 193 of the Turkish Code of Civil Procedure. The Customer waives any objection to such records and the right to demand verification of their accuracy.
7. Notices
The addresses of the Parties set forth in this Agreement are their official notification addresses. All notices, requests, or communications shall be made to such addresses unless a change of address is notified in writing. Notifications made to these addresses shall be deemed validly delivered.
8. Miscellaneous
8.1. The Receiving Party may not use the Disclosing Party as a reference or for advertising purposes without prior written consent.
8.2. If the project is not realized, or after its completion, the Receiving Party shall return all Confidential Information and related materials to the Disclosing Party upon request, with a written record. The confidentiality obligations shall survive regardless of whether the project ends or is completed.
8.3. Failure of either Party to exercise any rights under this Agreement shall not be construed as a waiver of such rights.
8.4. If any provision of this Agreement is held invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.
8.5. This Agreement reflects the true intent of the Parties and supersedes all prior written or oral agreements. No amendment shall be valid unless made in writing and signed by both Parties.
8.6. Any provision rendered invalid or unenforceable due to changes in legislation shall not affect the validity of the remaining provisions.
Execution
This Agreement, consisting of eight (8) articles and one (1) annex, has been signed in Istanbul on [AUTOMATIC INSERTION OF DATE] in two original copies and entered into force upon execution by the duly authorized representatives of the Parties.
CS GLOBAL HEALTH TOURISM AND CONSULTANCY SERVICES INC. CUSTOMER
Title: …………………………………………………………………………………… Title: ……………………………………………………………………………………
Signature: …………………………………………………………………………… Signature: ……………………………………………………………………………
Annex 1:
This Confidentiality Agreement constitutes an inseparable annex to the Distance Rental Agreement and has no independent legal effect on its own.
Description of Service/Transaction/Project: …………………………………
