Non-Disclosure Agreement

NON-DISCLOSURE AGREEMENT

A. DEFINITIONS

Buyer, DISA, in the agreement:

Company name: Disa Otomotiv A.S.

Address: Ergene 2 OSB, D100 Karayolu, No:139/1, Ergene, Tekirdag 59930 Turkey

Phone: +90 282 672 2525

Email: disa@disaautomotive.com

Web: www.disaautomotive.com 

SELLER in the agreement with the following information:

Company name:  …………………………………………………………

Address:   …………………………………………………………

Phone:   …………………………………………………………

Email:   …………………………………………………………

Web:   …………………………………………………………

B. SCOPE

The parties of this non-disclosure agreement are planning a commercial cooperation. For this cooperation to be carried out, it is necessary to exchange information before the beginning of the cooperation and also during the cooperation.

The planned cooperation will be done in all of the following areas or in a separate agreement and quotation form:

Export-import of raw materials, semi-finished products, products, development and manufacture of special tools or technical drawings and data given in the same way, technical specifications, databases, office files such as Excel, Access, Word, company financial information, catalog, brochure, contract, agreement, technical data, all records and price lists or similar company specific information.

C. CONDITIONS

The SELLER undertakes to submit all requests for information submitted by DISA. SELLER is not allowed to present or transmit the same information to third parties.

Any amendment to this agreement must be made in writing to be legally valid.

The subject of this non-disclosure agreement shall be made available to the SELLER by DISA and / or its customers and the companies or persons in which it is involved in, in connection with the preparation, completion and / or performance of the planned cooperation. Access to the SELLER’s premises in any form - in particular technical or commercial type - is permitted.

The SELLER hereby declares that before the signing of this agreement, it does not have any information as stated in Article B-Scope.

The SELLER undertakes to keep the confidentiality of the subjects and information defined under the Article B-Scope, irrespective of whether they are commercial and business secrets in the context of known logic. It is strictly forbidden to give these information to the third parties or any private or legal persons except for the express written consent of DISA. This confidentiality obligation is without limitation.

The obligation of the SELLER to keep the confidentiality without limitation applies to its own personnel (who are currently employed or separated from the company during the cooperation) and other related personnel as well as to the subsidiaries, suppliers, customers and subcontractors of the SELLER directly or indirectly.

If the information which is the subject of the agreement is obliged to be given for the performance of the cooperation mentioned in Article 1 of the agreement, it is allowed to be given to the personnel who undertakes the responsibility to keep it confidential in writing.

The SELLER is not allowed to use the data mentioned in the Article B-Scope in relation to the cooperation which constitutes the subject of the agreement or to use it in any other way without the prior written consent of DISA or to use or evaluate a third person in any manner whatsoever.

The SELLER undertakes to return all the information to DISA completely after the termination of the cooperation and, in the same way, after the termination of the cooperation to destroy all the records, computer records, e-mails and similar records on paper. This includes all information in the paper form, which the SELLER receives from DISA or other form of paper, which is recorded in the archives and which is otherwise contained or transmitted by computer systems, portable devices; such as USB or flash drives, emails, ftp servers, web servers, cloud systems or ERP systems. It is strictly forbidden by DISA to reproduce the information or transfer it to a portable devices without prior written consent of DISA.

The obligation of the SELLER to keep these information confidential is valid indefinitely and starts with the signing of this non-disclosure agreement. Therefore, it continues not only during the time of cooperation, but also after the end of this period without limitation. The right to terminate this non-disclosure agreement as usual is not possible in conciliation, without limit and without limitation. In other words, the right to terminate extraordinary - as long as it is legally valid - will likewise be abandoned in a mutually unlimited manner.

The SELLER shall be responsible for the breach of this non-disclosure agreement by a staff member or otherwise of a related personnel, as if he had violated this agreement. In the event that the information subject to this non-disclosure agreement is disclosed or published to third parties or if such information is evaluated in a manner contrary to this agreement, the SELLER is responsible of this breach. If the SELLER cannot provide the necessary proof that the breach is not caused by the SELLER or its personnel, the SELLER shall be held responsible for the release of this confidential information.

If the SELLER violates one of the obligations in this agreement or if a third person violates these obligations because of the SELLER’s misconduct as explained in Article B-11, DISA has the right to recover losses incurred in connection with the disclosure or use of this information without any limitations, including lost profits. DISA also has the right to validate further claims for compensation even if this agreement penalty is paid.

If one of the provisions of this non-disclosure agreement is partially or totally ineffective or unenforceable, then all other provisions of this Convention shall not be affected. This ineffective or unenforceable provision shall be replaced by an effective and enforceable provision which is closest to the economic interest which the parties intend to do with this ineffective or unenforceable provision.

There shall be no objection to the non-disclosure agreement because of the error, the basis of the commercial relationship or for some other reason. This renunciation has been mutually agreed by the parties to this agreement.

The parties agrees that this non-disclosure agreement and cooperation in the context defined in the same manner in the context of substance regarding the agreed non-disclosure agreement is valid laws of the Republic of Turkey.

The court was decided as the exclusive court in Corlu, Tekirdag, Turkey. DISA has the right to bring a lawsuit against the SELLER in any local Turkish or foreign courts.

D. EFFECT

This non-disclosure agreement consisting of the articles A, B, C and D has been signed by the parties on the following date and location: