Confidentiality Agreement (NDA)

Short version: This Non-Disclosure Agreement (“Agreement”) protects confidential business information exchanged between the parties during evaluations, quotations, procurement, production, logistics, marketing or project work.

1. Parties

This Agreement is between Galipoglu (“Disclosing Party”) and the counterparty named in the related offer, purchase order, tender or email thread (“Receiving Party”). The Agreement may be used as (a) Mutual NDA if both parties disclose information, or (b) One-Way NDA if only one party discloses.

2. Definition of Confidential Information

All non-public information disclosed in any form (written, oral, visual, electronic or sample) including without limitation: pricing and discounts, product formulas and specifications, material lists and SKUs, drawings and CAD files, BOMs, QC procedures, capacity, suppliers, customers, marketing plans, business processes, software, source data, credentials and API keys, and any documents labeled “confidential.”

3. Exclusions

Information is not confidential if the Receiving Party proves it: (a) is or becomes public without breach; (b) was lawfully known before disclosure; (c) is independently developed without use of the information; or (d) is rightfully received from a third party without duty of confidentiality.

4. Use & Non-Disclosure

The Receiving Party shall: (a) use the information only to evaluate or perform the business purpose; (b) restrict access to personnel and subcontractors who need to know and who are bound by similar obligations; and (c) not disclose to any other person without the Disclosing Party’s prior written consent.

5. Protection & Security

The Receiving Party will protect the information with at least the same care it uses for its own confidential data, and no less than a reasonable standard, including secure storage, limited access, and prompt notification of any suspected breach.

6. Compelled Disclosure

If the Receiving Party is legally required to disclose, it shall (to the extent lawful) promptly notify the Disclosing Party and cooperate to seek protective measures. Only the portion legally required may be disclosed.

7. No License; No Warranty

No rights to patents, trademarks, copyrights, designs or know-how are granted by this Agreement. Information is provided “as is” without warranty; each party remains responsible for its own decisions.

8. Term & Return/Destruction

Confidentiality obligations start on first disclosure and continue for five (5) years after the last disclosure, or for trade secrets, as long as such information remains a trade secret. Upon request, the Receiving Party will promptly return or destroy confidential materials and certify destruction (reasonable archival copies may be kept if required by law or automated backups).

9. Remedies

Unauthorised use or disclosure may cause irreparable harm. The Disclosing Party may seek injunctive relief in addition to any other remedies available at law or equity.

10. Governing Law & Venue

Fill in as applicable: This Agreement is governed by the laws of [Country/State], and the courts of [City] have exclusive jurisdiction.

11. Miscellaneous

• This Agreement supersedes prior NDAs on the same subject, unless a later written NDA is signed.
• Amendments must be in writing and signed by both parties.
• If any clause is invalid, the remainder stays effective.
• Electronic signatures and PDF copies are valid.

12. Signatures