Confidentiality Agreement

CONFIDENTIALITY AGREEMENT

(Non-Disclosure Agreement – NDA)

This Confidentiality Agreement (“Agreement”) is entered into as of 23.03.2025 by and between:

Party A:
ABV Grup & CHAPUTS
Address: Merkezefendi Mah. 201 Sok. No:151/A - 20010 - Merkezefendi - Denizli - Türkiye
Tax ID Numbers: 0022709306 (ABV Grup),2090636920 (CHAPUTS)
(hereinafter referred to as the “Disclosing Party”)

and

Party B:
[Insert Full Legal Name of Receiving Party]
Address: [Insert Full Address]
(hereinafter referred to as the “Receiving Party”)

Collectively referred to as the "Parties".

1. Purpose

The Parties wish to explore a potential business relationship, during which certain confidential and proprietary information may be disclosed. This Agreement sets forth the terms and conditions governing the use and protection of such information.

2. Definition of Confidential Information

“Confidential Information” means all data, materials, products, business plans, technical information, financial information, software, documentation, and other information disclosed or submitted, orally, in writing, or by any other media, to the Receiving Party by the Disclosing Party.

3. Obligations of Receiving Party

The Receiving Party agrees to:

• Maintain the confidentiality of all Confidential Information.
• Not disclose it to any third party without the Disclosing Party’s prior written consent.
• Use the Confidential Information only for the purpose of evaluating a business relationship.
• Take all reasonable precautions to protect the confidentiality of such information.

4. Exclusions

Confidential Information shall not include information that:

• Was known to the Receiving Party before disclosure by the Disclosing Party;
• Is or becomes publicly available through no fault of the Receiving Party;
• Is lawfully received from a third party without restriction on disclosure; or
• Is independently developed by the Receiving Party without use of the Disclosing Party’s information.

5. Term

This Agreement shall commence on the date first written above and shall remain in effect for a period of two (2) years. The Receiving Party’s duty to maintain the confidentiality of the Confidential Information shall survive for a period of five (5) years from the termination of this Agreement.

6. No License

Nothing in this Agreement shall be construed as granting or conferring any rights by license or otherwise in any Confidential Information disclosed.

7. Return or Destruction of Materials

Upon request by the Disclosing Party, the Receiving Party shall promptly return or destroy all Confidential Information, including all copies, summaries, and extracts thereof.

8. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of Denizli, Türkiye, without regard to its conflict of law rules. Any disputes arising out of this Agreement shall be subject to the exclusive jurisdiction of the courts of Denizli, Türkiye.

9. Entire Agreement

This Agreement contains the entire understanding between the Parties and supersedes all prior agreements and understandings relating to the subject matter.

IN WITNESS WHEREOF, the Parties have executed this Confidentiality Agreement as of the date first written above.