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CategoryTrademark
Published28 August 2026
Authors
Uğurcan TekinPartner
Alican TekinPartner

Trademark Licence Agreements under Turkish Law: Exclusive and Non-Exclusive Licences Compared

A trademark may be used by its proprietor or licensed to third parties. A licence may cover all or part of the goods and services within the registration, and may extend to the whole of Türkiye or to a defined region. Article 24 of the Industrial Property Code No. 6769 sets the framework, and contractual practice that ignores this framework tends to catch the parties unprepared when a dispute arises.

The Code's first and most fundamental rule concerns form. A licence agreement must be made in writing. Unwritten licence arrangements, even where they have operated in practice for years, generate proof and validity problems the moment a dispute crystallises.

The more clearly the contract draws the boundaries of the licence, the lower the risk of dispute.

Exclusive versus Non-Exclusive Licences

The Code recognises two types of licence. Under an exclusive licence, the proprietor may not grant licences to others and, unless it has expressly reserved the right, may not use the mark itself. Under a non-exclusive licence, the proprietor may both use the mark and grant further licences to third parties. The Code's default rule is decisive here: unless otherwise agreed, a licence is deemed non-exclusive. A licensee seeking an exclusive position must have it written into the contract in express terms.

A similar default applies to sub-licensing. Unless otherwise agreed in the contract, the licensee may neither transfer its rights under the licence nor grant sub-licences. Licensees planning franchise or distribution networks must therefore negotiate this authority expressly.

Why Recordal Matters

Recordal of the licence is declaratory rather than constitutive; the licence binds the parties even without it. The Code provides, however, that rights arising from unrecorded legal transactions may not be asserted against third parties acting in good faith. If the mark is later assigned, an unrecorded licensee may find itself unprotected against a good-faith assignee. Recordal of the licence with the Turkish Patent and Trademark Office is therefore the essential step that secures the licensee's investment.

“An unrecorded licence is a contract between the parties, and against third parties, often little more than a hope.”

The Licensee's Standing to Sue

Who may sue for infringement depends on the type of licence. Under Article 158 of the Code, an exclusive licensee may, unless the contract provides otherwise, bring in its own name the actions available to the proprietor in the event of infringement. The non-exclusive licensee's position is weaker. It must first request, through a notary, that the proprietor bring proceedings; if the proprietor refuses or fails to sue within three months, the licensee may sue in its own name, attaching the notification to its claim. Where there is a risk of serious harm, the licensee may apply for a preliminary injunction without waiting for that period to expire.

What a Sound Licence Agreement Should Settle

In practice, a sound licence agreement settles at least the following: the type and scope of the licence, the classes of goods and services, the territory, the term, the royalty and payment mechanics, quality control and audit rights, whether sub-licensing and assignment are permitted, standing to sue in the event of infringement, and the fate of branded stock upon termination. Quality control provisions deserve particular attention: because the licensee's use is attributed to the proprietor, unsupervised poor use erodes the mark's reputation directly.

Key Principles

  • A licence agreement must be made in writing.
  • Unless otherwise agreed, a licence is non-exclusive and no sub-licence may be granted.
  • Recordal is required for the licence to be asserted against third parties in good faith.
  • An exclusive licensee may, as a rule, sue in its own name.
  • A non-exclusive licensee may sue only after notifying the proprietor through a notary and waiting out the three-month period.
  • Quality control and termination clauses are as important as the royalty clause.

Devin Patent provides attorney services for recording licence transactions with the Turkish Patent and Trademark Office. The drafting and negotiation of licence agreements, and licence-related disputes, are handled by our partner firm, Devin Law & IP.

Sources

  • Industrial Property Code No. 6769, Articles 24, 148 and 158 (mevzuat.gov.tr)
  • Turkish Patent and Trademark Office, guidelines on licence recordal (turkpatent.gov.tr)
Related practice areaIndustrial Property Law→

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