This Mutual Non-Disclosure Agreement (“Agreement”),

is made and entered into as of [Date] (“Effective Date”) by and between EKİNATA NAKLİYAT İNŞ. TAAH. TURZ. PETR. ÜRÜN. PAZ. SANAYİ VE TİCARET A.Ş. (“Company”), a company established and operating under the laws of the Republic of Turkey, with its registered office at İnönü Caddesi Mercan Sokak STFA B-8 Blok Kat:1 D:5 Kozyatağı, Istanbul, Turkey, represented by its authorized representatives Asya Gizem Avcı and Adem Dindar, who have signed this agreement, and

[Service Receiver] (“Service Receiver”), a company established and existing under the laws of the Republic of Turkey, with its registered office at [Service Receiver’s Address], Istanbul, Turkey, and registered with the Istanbul Trade Registry under the registration number [Service Receiver’s Registration Number],

together referred to as the “Parties” and individually as a “Party”, “Disclosing Party”, or “Receiving Party”.


  1. The Company is an entity providing services in logistics, transportation, and warehousing. The Company desires to provide warehousing services to the Service Receiver (the “Project”).
  2. The Service Receiver is a company focused on all aspects of the [Service Receiver’s Sector]. The Service Receiver desires to receive warehousing services from the Company.
  3. The Parties are in discussions to assess the feasibility of the Project (the “Permitted Purpose”).

In connection with the Permitted Purpose and their mutual interests, the Parties may disclose and continue to disclose to each other certain business, financial, technical, and/or commercial information relating to their respective businesses (and the Company’s affiliated companies), facilities, products, techniques, and processes (“Confidential Information”). Confidential Information may be disclosed before or after the Effective Date, during the proposal process, and may be disclosed in various forms including, but not limited to, verbal disclosures, demonstrations, devices, apparatus, models, samples, computer programs, magnetic media, documents, specifications, routines, algorithms, designs, procedures, formulas, inventions, development concepts, records, memos, reports, plans, price lists, flowcharts, drawings, and visual inspections. Any information derived from Confidential Information shall also be considered Confidential Information and shall be subject to the terms of this Agreement. The ownership of Confidential Information shall always remain with the Disclosing Party (or its affiliated companies).

Personal data shall also be considered Confidential Information and, in addition to Article 9 of this Agreement, shall be subject to all terms and obligations relating to Confidential Information under this Agreement, except as otherwise stated herein, and as permitted by the Personal Data Protection Law No. 6698 (“KVKK”) and secondary legislation and binding decisions of the Personal Data Protection Board.

The Parties intend to ensure that Confidential Information is used solely for the Permitted Purpose and aim to restrict its use/disclosure to third parties.

The Parties have agreed to the following terms and conditions in the event of the disclosure of any Confidential Information:

Article 1. General

The Parties agree to keep all Confidential Information obtained from the other Party in connection with the signing or performance of this Agreement strictly confidential, unconditionally, and irrevocably.

The Parties shall use Confidential Information only for the Permitted Purpose and shall not disclose it directly or indirectly to any third party except as expressly permitted under this Agreement or with the written consent of the Disclosing Party.

The Receiving Party agrees not to disclose or export any operational and technical data (or data directly derived from such) obtained from the Disclosing Party under this Agreement to any person, entity, or country that is restricted or prohibited from receiving such data under applicable laws without adhering to the relevant restrictions imposed by the respective country or government.

Article 2. Permitted Disclosure

The Receiving Party shall limit access to Confidential Information to its employees, directors, shareholders, professional advisors, and auditors (“Authorized Representatives”) who need access for the Permitted Purpose and shall ensure that each person to whom Confidential Information is disclosed agrees to be bound by the terms of this Agreement as if they were a Party to it. The Receiving Party shall be responsible for any breach of this Agreement by its Authorized Representatives.

Article 3. Safeguarding Conditions

The Receiving Party shall protect Confidential Information with stringent security measures and the same degree of care it uses to protect its own confidential information. Upon discovering any unauthorized disclosure of Confidential Information, the Receiving Party shall notify the Disclosing Party and make all reasonable efforts to prevent further unauthorized disclosure or use of the Confidential Information.

The Receiving Party shall not reverse engineer, decompile, or disassemble any software or hardware disclosed to it under this Agreement, nor shall it remove, overwrite, or deface any confidentiality, copyright, trademark, logo, or other proprietary or confidentiality notices appearing on the originals or copies of the Confidential Information.

Article 4. Exclusions

The confidentiality obligations set forth in this Agreement shall not apply to any information that:

  1. Was already in the possession of the Receiving Party at the time of disclosure, without an obligation of confidentiality;
  2. Was or becomes public knowledge through no fault of the Receiving Party;
  3. Can be proven to have been independently developed by the Receiving Party;
  4. Was lawfully obtained from a third party without any obligation of confidentiality;
  5. Is expressly exempted from confidentiality obligations by the written consent of the Disclosing Party; or
  6. Is required to be disclosed by the Receiving Party under applicable laws or regulations (including relevant stock exchange rules) or by an order of a competent judicial, governmental, or other authority, provided that the Receiving Party notifies the Disclosing Party in writing prior to such disclosure, to the extent permitted by law.

The above exclusions are listed exhaustively and shall be interpreted narrowly. Partial disclosures that fall within the public domain or the possession of the Receiving Party shall not render the entire Confidential Information non-confidential. Additionally, components of Confidential Information shall only be considered non-confidential if the whole set of components is within the public domain or the possession of the Receiving Party.

Article 5. Term

The obligations of the Parties under this Agreement shall bind them for five (5) years from the Effective Date. The obligations related to personal data shall remain valid and binding indefinitely.

Article 6. No Additional Obligations

The signing of this Agreement does not impose any obligation on the Parties to provide Confidential Information to each other.

Neither this Agreement nor the disclosure or receipt of Confidential Information implies any commitment or intention regarding the purchase of any product or service by any Party or entering into any other business relationship unless expressly agreed in writing.

Article 7. No License

The disclosure of Confidential Information does not grant the Receiving Party any license or right under any trademark, patent, copyright, or other intellectual property rights. The disclosure or mutual exchange of Confidential Information shall not constitute any representation, warranty, guarantee, or inducement concerning the non-infringement of trademarks, patents, copyrights, or other intellectual property rights, or any other rights of third parties.

Article 8. No Representation or Warranty

Except as otherwise expressly agreed in writing, the Parties acknowledge that no Party makes any representation or warranty, express or implied, regarding the accuracy, reliability, or completeness of any Confidential Information or other information exchanged between the Parties. Furthermore, no Party shall be under any obligation to update or correct any such information.

The Disclosing Party shall not be liable for any expenses, losses, or damages incurred by the Receiving Party arising out of any legal review or transaction in connection with the receipt of Confidential Information.

Article 9. Personal Data Protection

The Parties shall process any personal data exchanged between them in accordance with the principles and conditions of data processing as provided by the KVKK, in line with the requests and instructions of the data controller pursuant to the Personal Data Protection Law No. 6698. The Service Receiver is responsible for informing the data subjects, ensuring the exercise of their rights under Article 11 of the KVKK, and obtaining their explicit consent where necessary under Article 5/f.1.

The Parties shall share personal data containing Confidential Information through SFTP (Secure FTP) or other secure methods as mutually agreed. Any data sharing through insecure methods shall be the sole responsibility of the Party using such methods.

The Parties shall retain personal data exchanged between them for the legally required durations and as long as necessary for processing purposes as stipulated under Article 7 of the KVKK. Upon expiration of such periods, the Parties shall delete, destroy, or anonymize the personal data, either upon their initiative or at the request of the data subject.

The Parties shall use the personal data exchanged solely for the processing purposes related to the services that are the subject of the commercial relationship between the Parties and shall not use such data for any other purpose or share it with third parties unless permitted by law or explicitly authorized by the Disclosing Party.

The Parties shall take all necessary technical and administrative measures to ensure the security of personal data, prevent unlawful processing, unauthorized access, and to protect the confidentiality of personal data.

In case of any unauthorized access to the personal data, the Parties shall notify each other, the relevant data subjects, and the Personal Data Protection Board as soon as possible.

The Parties shall be liable to each other for any direct material damages, documented administrative, legal, and criminal sanctions, and any administrative/criminal penalties imposed by the Personal Data Protection Authority, arising from their failure to ensure the security of personal data as per Article 12 of the KVKK, or any violation of this Article or the Agreement.

Article 10. Return, Destruction, or Deletion

Upon written request from the Disclosing Party, the Receiving Party shall return, destroy, or (to the extent technically possible) permanently delete all materials containing Confidential Information, including drawings, scrap paper, photographic negatives, or computer inputs or outputs and any copies thereof. The return or destruction of such materials shall not terminate the Receiving Party’s obligation to ensure the confidentiality of the Confidential Information.

Article 11. Severability, Entire Agreement, and Amendments

The Parties agree that if any provision of this Agreement is deemed invalid, the remaining provisions shall not be affected and shall remain in full force and effect. The invalid provision shall be replaced with a valid provision that closely approximates the intent and economic effect of the original provision.

This Agreement constitutes the entire agreement between the Parties concerning its subject matter and supersedes any prior or contemporaneous written or oral agreements. This Agreement may not be amended except in writing signed by both Parties.

Article 12. Notices

Any notice or communication required or permitted to be given under this Agreement shall be in writing and shall be deemed duly given when delivered personally, sent by registered mail, or sent by fax or email to the addresses and fax numbers provided below:

If to the Company: Address: xxx Fax: xxx Email: xxx Attention: [Authorized Person]

If to the Service Receiver: Address: xxx Fax: xxx Email: xxx Attention: [Authorized Person]

Each Party may change its contact details by giving notice to the other Party in accordance with this Article. Until the other Party receives such notice, notices sent to the previously specified address shall be valid.

Article 13. Assignment

Neither this Agreement nor any rights or obligations under it may be assigned to any third party without the prior written consent of the other Party.

Article 14. Governing Law and Dispute Resolution

This Agreement shall bind the Parties, their successors, and assigns and shall be governed by and interpreted under the laws of the Republic of Turkey.

Any claim or dispute arising out of or related to this Agreement shall be exclusively resolved by the courts and enforcement offices of Istanbul (Central), Turkey.

IN WITNESS WHEREOF, the Parties have executed this Agreement in two (2) copies as of the Effective Date, by their duly authorized representatives.


By: ___________________ Name: xxx Title: xxx Date: ..2024


By: ___________________ Name: xxx Title: xxx Date: ..2024