This Confidentiality Commitment is an integral part of the Supplier Policy and it is essential that ROTA suppliers comply with the rules defined in this Confidentiality Commitment.
1. Confidential Information
1.1. The supplier is Confidential Information's Rota Heating and Cooling Systems San. Tic. A.Sh. (“ROTA” and/or the “Company”) acknowledges that it has a valuable asset that is subject to proprietary rights.
The Supplier agrees that the disclosure of any part of the Confidential Information in writing or verbally or by other means will be made in a highly confidential manner and will not use this Confidential Information for a purpose other than its purpose. Without limiting the above provisions, without obtaining the written prior approval of the Supplier ROTA
(i) Will not disclose Confidential Information to anyone or allow it to be disclosed, or
(ii) He will not copy or allow the copying of Confidential Information for any purpose other than the sole purpose of the negotiations, or reproduce or modify all or part of it by other methods, or remove or delete Confidential Information from its location.
1.2. The meaning of the terms mentioned in this Commitment is explained below:
(a) ”Confidential Information(s)" means any written or oral data and information provided by the ROTA to the Supplier, and this information is considered "confidential" unless it is explicitly stated otherwise in writing. The term "Confidential Information" also includes, but is not limited to, any and all information, technical data, trade secrets or know-how, research, business plans, product plans, products, services, customer lists, software developments, inventions, processes, formulas, technology design and drawings, marketing, financing or other commercial information, compilations, commercial opportunities, notes, written messages or other documents and records provided to the Supplier during Negotiations with the Company, including, but not limited to, (the definition of which is given in Article 1.2 (b)) information related in any way to its Subsidiaries and related parties or to the Rota's own business is also included.
(b) ”Affiliate(s)" means any company that directly controls one of the Parties or is controlled by the same institution together with that Party. These companies are not considered as a third party in terms of this Commitment as long as the Parties guarantee that their Subsidiaries will act in accordance with the procedures of this Commitment.
1.3. Regardless of the above provisions, the information of the type described below does not fall under the definition of "Confidential Information":
Information that is already publicly available at the time of disclosure;
Information that becomes publicly available after disclosure, provided that the situation of becoming publicly available does not occur as a result of the Supplier's violation or neglect of its obligations and responsibilities under this Undertaking,;
Information that the Supplier has independently proven that it has personally developed, or that the Supplier already knows, without being subject to any confidentiality provisions, before ROTA discloses them to the Supplier;
Information that has been legally disclosed to the Supplier in the future by a third party who, to the best of the Supplier's knowledge, has the right to disclose it or who is not restricted or prohibited from transmitting this information under any contractual, legal or fiduciary obligation; or
Information that the Supplier is obliged to disclose in accordance with Article 1.6.
1.4. Confidential Information provided by the Company may only be disclosed to the Supplier's personnel and professional consultants (collectively, "Representatives") who (a) need to know about this Confidential Information in terms of conducting Negotiations; (b) know the confidential nature of Confidential Information and are subject to confidentiality rules; and (c) are aware of the confidentiality of the existence of Negotiations and are directly involved in the Negotiations.
1.5. The Supplier may disclose Confidential Information if ordered by law, court or competent official authorities, but the Supplier will not disclose more than the required part of Confidential Information to the extent permitted by law and will inform the Company in advance in writing that there is such an obligation and will reasonably assist the Company, including at the Company's expense, in case of an objection to any disclosure order.
1.6. The Supplier will be responsible for any violation of the provisions of this Agreement by its employees and will take all reasonable, necessary and appropriate steps necessary to prevent the disclosure of Confidential Information in ways other than those permitted by this Agreement.
2. Property Rights
Without imposing any limits on the provisions provided for in Section 1 above, the Supplier knows and accepts that all Confidential Information belonging to the Company is the property of the Company exclusively and exclusively, regardless of whether it was created, created, developed, produced or prepared by the Company, and regardless of whether any part of the Confidential Information was created before or after the signing of this Undertaking. Unless otherwise expressly stated in this Commitment, no permission or license under any intellectual property right (including trademark, patent or copyright) is granted or implied by the disclosure of Confidential Information.
3. Return of Confidential Information
3.1. The Supplier shall, at the request of the Company and at any time in accordance with this request, within 20 (twenty) days:
(i) the Confidential Information held by the Supplier and belonging to the Company will be returned to the Company on the condition that it does not keep a copy of them, or
(ii) In accordance with the Company's instructions, it will ensure the destruction of Confidential Information; it will also ensure the elimination, destruction, deletion of any media in which Confidential Information is stored; and it will also destroy any documents containing all or part of Confidential Information and prepared by or for the Supplier or in the possession of the Supplier.
3.2. Supplier 3.1 No.lu At the end of this 20 (twenty) day period specified in the Article, by submitting to the Company a written document stating that all Confidential Information has been destroyed, eliminated or deleted in the manner specified in the same article, it will confirm that this transaction has been performed.
4. Guarantees and Commitments
4.1. The Company does not make any representations or guarantees (explicitly or implicitly) that the Confidential Information it provides is accurate or complete.
4.2. The Company undertakes that it has the authority to disclose Confidential Information.
5. General Provisions
5.1. All Decrees This Decrees covers all the terms and conditions agreed between the Parties and there is no verbal agreement between the Parties that differs from the transactions covered by this Decrees.
5.2. Amir Kanun and the Competent Judicial Authority The validity and enforcement of this Undertaking are governed and interpreted by Turkish Decrees, and Istanbul (Anatolian) Courts and Enforcement Offices shall be authorized in case of dispute between the Parties.
5.3. Duration and Continuation of Validity of the Commitment This Commitment becomes effective on the Effective Date and remains in force for the next 5 (five) years ("Duration of the Commitment"). Confidential Information disclosed during the Commitment Period, certain Confidential Information of the Supplier's Undertaking 1.3 No.lu It will be subject to the conditions of this Commitment until the moment when it can show in writing that it falls within the scope of the exceptions specified in the Article.
5.4. Non-Disclosure The existence of this Undertaking and the terms and conditions contained in it are confidential and the Supplier may not disclose them to any third party without the written prior approval of the Company, except in cases ordered by law or an authorized authority decision.