CONFIDENTIALITY AGREEMENT

This “Confidentiality Agreement” (hereinafter referred to as the “Agreement”) is entered into by and between CS Global Health Tourism and Consultancy Services Inc., located at Esentepe Mah. Talatpaşa Cad. No:5/1 Kolektif House Şişli/Istanbul (Tax Office: Zincirlikuyu V.D. – 2150642971) (hereinafter referred to as the “Disclosing Party”), and [CUSTOMER NAME TO BE AUTOMATICALLY INSERTED], residing at [CUSTOMER ADDRESS TO BE AUTOMATICALLY INSERTED], Tax/ID No: [TO BE INSERTED LATER], (hereinafter referred to as the “Receiving Party”).

The Disclosing Party and the Receiving Party shall hereinafter be referred to individually as a “Party” and collectively as the “Parties.”

Purpose

This Agreement is executed to determine the rules, obligations, and responsibilities regarding the exchange and protection of confidential information obtained during the provision of services carried out by CS Global Health Tourism and Consultancy Services Inc. and its affiliates worldwide, such as vehicle operations at destinations, cost tracking, reporting, customer data, and business continuity.

This Agreement does not obligate the Parties to disclose or share any documents and/or information with each other.

Definition and Scope of Confidential Information

For the purpose set forth in Article 1 of this Agreement, “Confidential Information” refers to all proprietary and trade-secret information belonging to the Disclosing Party, exchanged between the Parties in any form or medium (electronic, magnetic, written, oral, etc.), including but not limited to:

Commercial and financial data, designs, technical information, trade secrets, ideas, inventions, projects, drawings, models, software programs, algorithms, software modules, source codes, technical specifications, product plans and technologies, user manuals, marketing information, vehicle records, customer lists and contact details, estimates and evaluations, financial reports, contract provisions, and business records.
Information related to the Disclosing Party’s shareholders, affiliates, suppliers, licensees, employees, customers, and consultants, including all products, goods, and services, trade secrets, formulas, know-how, patents, inventions, designs, customer lists, budgets, business development, marketing and pricing strategies, as well as any usernames, passwords, or personal data of identifiable individuals.

Any such information shall be treated and protected as Confidential Information.

Conditions of Use of Confidential Information

The Receiving Party agrees, during the course of the business relationship and indefinitely after the termination or expiration of this Agreement, to:

Keep all information strictly private and confidential, and not use it for any reason.
Not use the Confidential Information directly or indirectly for itself or for any third party, and not permit its use by others.
Not disclose, report, publish, or share Confidential Information with any third party, unless legally required or permitted by the Disclosing Party.
Not copy, reproduce, or transfer Confidential Information to third parties in any form.
Ensure employees and managers are informed that all Confidential Information obtained during their work is subject to confidentiality and that they are directly responsible under this Agreement.
Apply at least the same level of care and security measures to the Disclosing Party’s Confidential Information as it applies to its own confidential information.
Take all necessary precautions to prevent unauthorized access to Confidential Information.
Return or destroy all Confidential Information immediately upon termination of the business relationship or this Agreement.
Comply fully with the Personal Data Protection Law (KVKK) and related regulations.

Information Not Considered Confidential

The Receiving Party shall not be held responsible for Confidential Information if:

a) It has been anonymized before disclosure,
b) It is already publicly known,
c) It has been lawfully obtained from a third party without breach of confidentiality,
d) Disclosure is required by law or government order, provided prior written notice is given to the Disclosing Party,
e) Its disclosure or use has been authorized in writing by the Disclosing Party.

Ownership of Confidential Information

Each Party retains ownership of its Confidential Information and related rights. Disclosure of information does not grant the Receiving Party any rights or ownership.

Breach of Agreement

6.1. In case of breach of obligations, the Receiving Party shall indemnify the Disclosing Party for all damages, losses, legal and attorney fees.

The Receiving Party also agrees to pay a contractual penalty to the Disclosing Party without need for notice, in addition to damages.
If Confidential Information is unlawfully obtained by others, the Receiving Party must notify the Disclosing Party within 24 hours. Failure to do so will render the Receiving Party liable for damages.
The Receiving Party shall immediately notify the Disclosing Party of the situation and take corrective measures.

6.2. Failure or delay in exercising any rights shall not be construed as a waiver of such rights.

Term of Agreement

This Agreement is indefinite. Confidentiality obligations shall survive termination of the business relationship or this Agreement.

The Disclosing Party may terminate this Agreement at any time by providing 30 (thirty) days’ written notice.

Upon termination, all Confidential Information and documents in possession of the Receiving Party shall be returned or destroyed at the request of the Disclosing Party.

Dispute Resolution

This Agreement shall be governed by the laws of the Republic of Turkey. Istanbul Courts and Enforcement Offices shall have exclusive jurisdiction over any disputes.

Entire Agreement and Amendments

This Agreement constitutes the entire agreement between the Parties regarding confidentiality and supersedes all prior verbal or written agreements.

Any amendments must be made in writing and signed by both Parties.

Severability

If any provision of this Agreement is deemed invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Non-Assignment

This Agreement and the rights/obligations herein may not be assigned to third parties without prior written consent of the Disclosing Party.

No Obligation to Contract

This Agreement does not impose any obligation on the Parties to enter into future agreements, except for confidentiality obligations set forth herein.

Notices

All notices, requests, and communications under this Agreement shall be made in writing in Turkish and delivered via registered mail or notary to the addresses indicated on the first page of this Agreement. Notices sent to these addresses shall be deemed received. Address changes must be notified in writing.

Execution

This Agreement has been executed in Istanbul in two (2) original copies and fourteen (14) articles, on [AUTOMATIC INSERTION OF DATE], and signed by the authorized representatives of the Parties.

✍️ DIS CLOSING PARTY
CS Global Health Tourism and Consultancy Services Inc.

✍️ RECEIVING PARTY
[Customer Name / Title]

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