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This confidentiality agreement ("Agreement") is signed by FINSMART FİNANSAL TEKNOLOJİLER AŞ ("FINSMART"), whose registered address is Çifte Havuzlar Mah. Eski Londra Asfaltı Cad. Incubation Mrk. A1 Blok No: 151/1c Interior Door No: B34 Esenler Istanbul and ................................................................... (the "Company").

FINSMART and .... the Parties together may be referred to separately as the Party.

The parties have agreed to sign this Agreement, as they will disclose their Confidential Information to each other as defined below due to the existing and/or potential commercial relations between them.

1. "Confidential Information" means all information and/or documents disclosed by each Party itself, its employees, agents, affiliates or third parties with whom it has contracts, whether in writing or orally, to the other Party, its employees, agents, Affiliates or third parties with whom it has contracted in relation to its business, shareholders, subsidiaries and affiliates. This information includes, but is not limited to, customers, costs, profits, sales, services, products, product development, payment information, account information, bank information, any other financial information, personnel, labor and service information, pricing, salary policies and levels, operating methods, technology, ideas, inventions, know-how, brands, logos, patents, software, source codes, intellectual and industrial property rights, All kinds of written or verbal information and/or documents related to trade secrets, technical processes, formulas, plans, designs, licenses and permits, drawings, arrangements, models, projections, business plans are also included.

For the purposes of this Agreement, "Affiliate" means, with respect to each Party, a company controlled by such Party, a company under common control with such Party, or a company controlling such Party. For the purposes of this Agreement, "control" means a holder or interest in more than 50% of the shares that have the right, directly or indirectly, to determine the management, for as long as such rights continue or have similar rights over the management.

2. Each Party agrees and undertakes to take the same care in protecting the Confidential Information disclosed to it by the other Party as it does in protecting its own information. Each Party undertakes to (i) protect the Confidential Information disclosed to it by the other Party in the utmost confidentiality, (ii) not to disclose the Confidential Information to any 3rd party in any way, without prejudice to the cases expressly permitted by this Agreement, (iii) to use it only for the purposes of the commercial relationship between them and the other Party, and not to use it directly or indirectly for purposes other than the commercial relations between the Parties.

3. Each party may disclose the Confidential Information only to its employees, agents and contracted third parties who need to learn this information in compulsory cases and due to their job, and is obliged to warn these persons about the confidentiality of the information and the obligations under this Agreement. Each Party accepts and undertakes in advance that it will be directly liable to the other Party in the event that its workers, agents or contracted third parties act contrary to the obligations of this Agreement.

4. Information that does not fall within the definition of Confidential Information means (i) information independently developed by the disclosed Party without an obligation of confidentiality, or (ii) information obtained without restriction from a Party that does not have an obligation to keep confidential in accordance with law, or (iii) information that has become or subsequently becomes public without violation of the provisions of this Agreement, or (iv) is lawfully known to the disclosed Party prior to disclosure to it in relation to this Agreement or (v) information that is required to be disclosed pursuant to applicable law or regulation or a court order or administrative order, in which case the disclosed Party shall notify the disclosing Party in writing as soon as practicable and prior to disclosing the Confidential Information, and shall take reasonable measures to disclose the Confidential Information and maintain confidentiality only to the extent necessary.

5. If a Party becomes aware of the existence of an unauthorized disclosure of the other Party's Confidential Information directly or indirectly from itself, its shareholders, employees, agents, Affiliates or third parties with whom it has contracted, it shall immediately and in writing notify the other Party of such unauthorized disclosure and take the necessary measures to mitigate the damages incurred by the other Party as a result. The aggrieved Party may take all necessary legal remedies from the moment it learns of the existence of the disclosure in question and at the expense of the party that discloses it without authorization, as well as demand compensation for any damage and loss it has suffered from the unauthorized disclosing Party. In the event of any unauthorized disclosure, the disclosing Party may, in addition to its other statutory rights, request immediate relief, seek interim relief and/or other appropriate equitable remedies.

6. Upon the written request of the Disclosing Party, the disclosing Party is obliged to promptly return or destroy all Confidential Information disclosed to it to the disclosing Party. This obligation does not apply to documents that are required by law to be kept.

All Confidential Information is and shall remain the sole property of the disclosing Party. Any disclosure made under or under this Agreement does not grant to the disclosed Party any intellectual property right (whether by license or otherwise, implied or explicit) or other right, or any right to use, sell, copy or develop such Confidential Information, including, but not limited to, any such Confidential Information.

7. This Agreement shall remain in effect unless one of the Parties gives 15 days' notice of termination or is terminated by agreement by the Parties otherwise agreed in writing. In the event that the Agreement is terminated for any reason, each Party agrees that its obligations under this Agreement with respect to the Confidential Information disclosed to them will continue for a further five years from the date of termination of the Agreement. After the termination of this Agreement, the clauses that by their nature should remain valid shall continue to be valid and binding on the Parties.

8. This Agreement is subject to Turkish law and Istanbul Central Courts and Enforcement Offices are authorized to resolve all disputes arising from the Agreement.

9. If any article or part of this Agreement is deemed invalid by law, by the legislator or by any official authority or court, it does not affect the validity of the other articles.

10. No amendment to this Agreement that is not made in writing by the Parties and signed by both Parties shall be effective. Unless otherwise agreed by the Parties, changes made will apply only to Confidential Information disclosed on or after the date of the agreement for the change.

11. All kinds of duties, fees, stamps and other tax liabilities to be accrued due to the contract will be shared equally by the Parties as stipulated by the relevant legislation.

12. The parties accept and declare the above-mentioned addresses as the notification address. If the address changes to be made are not notified to the other Party, any notification to be made to the above addresses in accordance with the provisions of the Notification Law No. 7201 will be deemed valid.

13. Neither party may transfer or assign its rights and obligations arising from this agreement without the prior written consent of the other Party.

This Agreement is signed in duplicate ..../..../20... and is valid and binding on the Parties as of this date.