This Confidentiality Agreement (the “Agreement”), effective as of the date of your acceptance by clicking the appropriate button below (the “Effective Date”), is by and between you (the “Recipient”) and AE Girişim Yönetim Danışmanlığı A.Ş.
WHEREAS, in connection with Recipient’s consideration of a possible transaction (the “Transaction”) relating to certain investment opportunities presented by AE Girişim Yönetim Danışmanlığı A.Ş. or its affiliates (the “Disclosing Party” and such investment opportunities, the “Investment Opportunities”), the Disclosing Party has provided certain information which is non-public, confidential, or proprietary in nature; and
WHEREAS, the Disclosing Party wishes to protect and preserve the confidentiality of such information.
NOW, THEREFORE, in consideration of the mutual covenants, terms and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
- For purposes of this Agreement, the following terms have the following meanings:
- “Executive Summary” means all information, data, documents, agreements, files and other materials, whether disclosed orally or disclosed or stored in written, electronic or other form or media, which is obtained from or disclosed by the Disclosing Party or its Representatives before or after the date hereof regarding the Investment Opportunities and the Transaction, including, without limitation, proprietary analysis regarding the Investment Opportunities, and information and documentation relating to the Transaction and the operation of the Disclosing Party’s business platform. The term “Executive Summary” as used herein does not include information that: (i) at the time of disclosure or thereafter is generally available to and known by the public (other than as a result of its disclosure directly or indirectly by the Recipient or its Representatives in violation of this Agreement); (ii) was available to the Recipient from a source other than the Disclosing Party or its Representatives; or (iii) has been independently acquired or developed by the Recipient without violating any of its obligations under this Agreement.
- “Person” means any individual, partnership (whether general or limited), limited liability company, corporation, association, trust, members of joint venture entities or other entity.
- “Representatives” means, as to any Person, such Person’s affiliates, and its and their respective directors, officers, employees, managing members, general partners, agents and consultants (including attorneys, financial advisors and accountants).
- Other terms not specifically defined in this Section 1 shall have the meanings given them elsewhere in this Agreement.The Recipient shall keep the Executive Summary strictly confidential and shall not use the Executive Summary for any purpose other than to evaluate, negotiate and consummate the Transaction. The Recipient shall not disclose or permit its Representatives to disclose any Executive Summary except: (a) if required by law, regulation or legal or regulatory process, but only in accordance with Section 5, or (b) to its Representatives, to the extent necessary to permit such Representatives to assist the Recipient in evaluating, negotiating and consummating the Transaction; provided, that the Recipient shall require each such Representative to be bound by the terms of this Agreement to the same extent as if they were parties hereto and the Recipient shall be responsible for any breach of this Agreement by any of its Representatives.
- Except for such disclosure as is necessary not to be in violation of any applicable law, regulation, order or other similar requirement of any governmental, regulatory or supervisory authority, the Recipient shall not, and shall not permit any of its Representatives to, without the prior written consent of the Disclosing Party, disclose to any person the existence or contents of this Agreement.
- The Recipient understands and agrees that none of the Disclosing Party, the Company or any of their respective Representatives: (a) have made or make any representation or warranty hereunder, expressed or implied, as to the accuracy or completeness of the Executive Summary or (b) shall have any liability hereunder to the Recipient or its Representatives relating to or resulting from the use of the Executive Summary or any errors therein or omissions therefrom. The parties agree that unless and until a definitive agreement between the Disclosing Party and Recipient has been executed and delivered with respect to the Transaction, the Disclosing Party will not be under any legal obligation of any kind whatsoever with respect to the Transaction, including any obligation to (i) consummate a Transaction, (ii) conduct or continue discussions or negotiations or (iii) enter into or negotiate a definitive agreement. The Disclosing Party reserves the right, in its sole discretion, to reject any and all proposals made by the Recipient or on its behalf with regard to the Transaction, to terminate discussions and negotiations with the Recipient at any time and to enter into any agreement with any other Person without notice to the Recipient or any of its Representatives, at any time and for any reason or no reason.
- If the Recipient or any of its Representatives is required to disclose any Executive Summary, by law, regulation or legal or regulatory process, the Recipient shall take all reasonable steps to preserve the privileged nature and confidentiality of the Executive Summary, including requesting that the Executive Summary not be disclosed to non-parties or the public.
- At any time upon the Disclosing Party’s written request, the Recipient shall promptly, and in any event no later than ten days after the request, return all Executive Summary (including all copies, extracts or other reproductions) to the Disclosing Party or certify in writing to the Disclosing Party that such Executive Summary (including any Executive Summary held electronically) has been destroyed. Notwithstanding the return or destruction of Executive Summary, the Recipient and its Representatives shall continue to be bound by their obligations of confidentiality and other obligations hereunder.
- To the extent that any Executive Summary includes materials subject to the attorney-client privilege, the Disclosing Party is not waiving, and shall not be deemed to have waived or diminished, its attorney work-product protections, attorney-client privileges or similar protections and privileges as a result of disclosing any Executive Summary (including Executive Summary related to pending or threatened litigation) to the Recipient or any of its Representatives.
- This Agreement shall continue for a period of three years after the Effective Date.
- This Agreement shall be governed by the laws of the State of New York.
- This Agreement sets forth the entire agreement regarding the Executive Summary, and supersedes all prior negotiations, understandings and agreements. No provision of this Agreement may be modified, waived or changed except by a writing signed by the parties hereto.
- If any provision of this Agreement, or the application thereof to any Person, place or circumstance, shall be held by a court of competent jurisdiction to be invalid, unenforceable or void, the remainder of this Agreement and such provision as applied to other Persons, places or circumstances shall remain in full force and effect.
- Neither this Agreement nor any of the rights or obligations hereunder may be assigned by any party without the prior written consent of the non-assigning party. Any purported assignment without such consent shall be void and unenforceable.