Confidentiality Statement
Confidentiality Statement
This Confidentiality Commitment is an integral part of the DTAS Supplier Policy and it is essential that DTAS suppliers comply with the rules defined in this Confidentiality Commitment.
1. Confidential Information
1.1. Supplier acknowledges that Confidential Information is a valuable proprietary asset of Daikin Isıtma ve Soğutma Sistemleri San. Tic. A.Ş. (“DTAS” and/or “Company”).
Supplier agrees that disclosure by DTAS of any of the Confidential Information, whether written or tangible, oral, or in machine-readable form, is made in strictest confidence and that Supplier will not use the Confidential Information except for the sole purpose of the Discussions. Without limiting the foregoing, Supplier shall not, without the express prior written authorization of DTAS:
(i) disclose or allow disclosure of any Confidential Information to any persons or,
(ii) except for the sole purpose of the Discussions, make or allow to be made any copies of or otherwise reproduce or modify the Confidential Information, or any part thereof, or remove any of such Confidential Information from the place where it is made available.
1.2. For the purposes of this Agreement, the terms
(a) “Confidential Information” shall mean any and all data and information, written or oral, provided by DTAS to Supplier, all of which, unless otherwise expressly excluded in writing, shall be deemed confidential. The term “Confidential Information” shall also include information which relates, in any way, to DTAS, its Affiliates (as defined in 1.2.(b) below) and related parties or DTAS’s, its Affiliates’ or related parties’ respective businesses, including any and all proprietary information of any nature or kind, technical data, trade secrets or know-how, research, business plans, product plans, products, services, customer lists, software, developments, inventions, processes, advisors to Supplier (collectively, the “Representatives”) who: (a) need to know the Confidential Information for the purpose of the Discussions and; (b) are informed of and bound by the confidential nature of the Confidential Information.
(b) “Affiliate(s)” shall mean any DTAS which directly or indirectly controls a Party or is placed under the same control as this Party. These will not be considered as third parties in the sense of this Agreement, as each Party guarantees the compliance with this Agreement's procedures by its Affiliates.
1.3. Notwithstanding the foregoing, the term “Confidential Information” shall not include information which,
(a) at the time of disclosure is in the public domain;
(a) after disclosure becomes a part of the public domain to the extent that such becoming known or available was not as a result of a breach or negligence by Recipient of its obligations hereunder;
(c) Supplier can prove was independently developed by Supplier or known by Supplier on a non-confidential basis prior to its disclosure to Supplier by DTAS;
(d) is hereafter lawfully disclosed to Recipient by a third party which, to the best of Recipient’s knowledge, has a legal right to disclose the same or is otherwise not prohibited from transmitting such information by a contractual, legal or fiduciary obligation; or
(e) is required to be disclosed by Recipient in accordance with article 1.6
1.4. The Confidential Information provided by Company shall only be made available to those employees of Recipient involved directly with the Discussions and professional advisors to Recipient (collectively, the “Representatives”) who: (a) need to know the Confidential Information for the purpose of the Discussions and; (b) are informed of and bound by the confidential nature of the Confidential Information.
1.5. Supplier may disclose Confidential Information where required by law, court or authority order, provided that Supplier does not disclose any Confidential Information which is not required to be disclosed and, to the extent legally permissible, Supplier provides DTAS with prior written notice of such obligation and reasonable assistance, at the Disclosing Party's cost, in opposing any order.
1.6. Supplier agrees to be responsible for any breach of the provisions of this Agreement by it or any of its Representatives, and to take all reasonable, necessary and appropriate steps to safeguard the Confidential Information from disclosure to anyone other than as permitted hereby.
2. Proprietary Rights
Without limiting the provisions in section 1 above, Supplier acknowledges and agrees that all Confidential Information of DTAS is the sole and exclusive property of DTAS, regardless of whether any of the Confidential Information was created, generated, developed, produced or prepared by DTAS and regardless of whether any of the Confidential Information came into being before or after the execution of this Agreement. Unless stated otherwise in this Agreement no license under any intellectual property rights (including trade mark, patent or copyright) is either granted or implied by the disclosure of Confidential Information.
3. Return of Confidential Information
3.1. At any time and upon request of DTAS, Supplier shall, within twenty (20) days:
(i) return all the Confidential Information of DTAS in its possession without retaining copies thereof, or
(ii) at the direction of DTAS, arrange for the destruction of the Confidential Information and ensure that all media through which Confidential Information has been stored formulas shall be destroyed and erased and destroy all documents prepared by or for it or in its possession which incorporate any of the Confidential information.
3.2. At the end of 20 (twenty) day period referred to in article 3.1, Supplier will confirm to DTAS in a certificate delivered to DTAS that all Confidential Information has been so returned, destroyed or erased.
4. Warranties
4.1. DTAS does not make any representation or warranty (express or implied) as to the accuracy or completeness of its Confidential Information.
4.2. DTAS warrants that it is authorized to disclose the Confidential Information.
5. General Provisions
5.1. Entire Agreement. This Undertaking contains all of the terms and conditions provided by the Supplier, and there are no deviating oral agreements relating to the transactions covered hereby.
5.2. Governing Law and Jurisdiction. The validity and performance of this Undertaking shall be governed and construed in accordance with the laws of Republic of Turkey and Istanbul Anatolian Courts and Execution Offices will be competent over any claim or matter arising in connection with this Undertaking.
5.3. Term and Survival. This Undertaking shall become effective as from the Effective Date and shall remain in effect for a period of five (5) years hereafter (“Term”). Confidential Information disclosed during the Term will remain subject to the obligations under this Agreement until Supplier is able to demonstrate in writing that specific Confidential Information falls within the exceptions under article 1.3 of the Agreement.
5.4 No Publicity. The existence and the terms of this Agreement are confidential and, save as required by law or order of a competent authority, may not be disclosed by Supplier to any third party without DTAS’s prior written consent.