Franchise and Trademark Licensing Agreements in Turkey: A Legal Guide

When a coffee chain, a fast-food brand or an education provider opens a new branch in Turkey, there is usually a franchise relationship behind it — and at the legal heart of that relationship sits a trademark licence that allows the brand to be used. Whether a foreign brand owner is franchising into Turkey or a Turkish business is taking on a foreign franchise, a poorly structured agreement can put both the distinctiveness of the mark and the parties' commercial investment at risk. So how do Turkey's Industrial Property Code (Sınai Mülkiyet Kanunu, Law No. 6769, "SMK") and the Turkish Code of Obligations frame this relationship?

The Legal Basis for Trademark Licensing: Article 24 of the SMK

The foundation of trademark licensing in Turkish law is Article 24 of the SMK. Under this article, a trademark may be licensed for some or all of the goods and services for which it is registered. A brand owner can therefore license the mark for a narrow product category or for its entire registered scope.

A licence must be made in writing to be valid. But there is a crucial distinction here: an agreement being valid between the parties is not the same as it being enforceable against third parties. Under Article 148 of the SMK, a licence is entered in the register of the Turkish Patent and Trademark Office (TÜRKPATENT) upon the request of either party and payment of a fee. Rights arising from a licence that is not recorded cannot be asserted against good-faith third parties. In practice, this makes recordal at TÜRKPATENT not a mere formality but a vital step for protecting the licensee's position.

Exclusive vs. Non-Exclusive Licences

Article 24(2) of the SMK distinguishes two basic types of licence. Under an exclusive licence, the licensor may not grant a licence to anyone else and, unless it expressly reserves the right, may not use the mark itself either. Under a non-exclusive licence, the licensor remains free both to use the mark and to grant further licences to third parties.

The law contains an important default: unless the agreement provides otherwise, a licence is non-exclusive. So a franchisee who wants to be the sole operator in a given territory must have this drafted explicitly as an "exclusive licence"; otherwise the brand owner remains free to authorise other franchisees in the same area. In addition, under Article 24(3), unless the agreement states otherwise the licensee may not transfer its rights or grant a sub-licence.

Quality Control: The Duty to Protect Distinctiveness

Article 24(4) of the SMK places a specific obligation on the trademark owner: the licensor must take measures to guarantee the quality of the goods produced or the services provided by the licensee. The licensee, in turn, is bound to comply with the terms of the agreement; if it does not, the owner may assert the rights arising from the registered mark directly against the licensee.

This provision is not merely a commercial preference — it reflects the very legal nature of a trademark. Inconsistent or low-quality use weakens the mark's distinctiveness in the eyes of consumers and, over time, dilutes it. In franchise systems, operations manuals, audit rights and standard specifications are therefore an integral part of the agreement; they protect the mark and give concrete effect to the quality-assurance duty in Article 24(4).

A Franchise Agreement Is More Than a Trademark Licence

A franchise agreement contains a trademark licence but is far broader than one. A typical franchise agreement also governs: operational standards and business rules (know-how transfer, brand identity, service protocols), territory and exclusivity rights, the structure of the entry (franchise) fee and the royalty paid on turnover, training and support, the term and renewal conditions, and non-compete and post-termination restrictions.

Turkey has no dedicated statute governing the franchise relationship. Unlike some jurisdictions, Turkey has no legislation requiring a mandatory franchise-disclosure document. In this gap, the franchise relationship is governed by the general contract provisions of the Turkish Code of Obligations (Law No. 6098) — freedom of contract, the duty of good faith, rules on termination — and, for the trademark component, by the licensing provisions of the SMK. The unnamed (atypical) nature of the contract makes it all the more important for the parties to set out every point in detailed and foreseeable written terms.

Practical Guidance for Foreign Brand Owners and Turkish Businesses

For brand owners franchising into Turkey from abroad, the first step is to ensure the mark is registered with TÜRKPATENT; it is not possible to build a strong licence on an unregistered mark. A Turkish business taking on a foreign franchise should confirm whether the mark is genuinely protected in Turkey and whether the licence will be recorded on the register. For both sides, the scope of exclusivity, the quality-control mechanisms, the royalty structure and how use of the mark will end on termination should all be set out clearly in writing.

Frequently Asked Questions

Is it mandatory to record a trademark licence with TÜRKPATENT? A licence is valid between the parties once made in writing; however, rights arising from an unrecorded licence cannot be asserted against good-faith third parties. Recordal is therefore strongly advisable in practice.

Will my licence be treated as exclusive if I do not say so? No. Under Article 24(2) of the SMK, a licence is non-exclusive unless otherwise agreed. If you want to be the sole operator in a territory, you must set this out explicitly in the agreement.

Is there a separate franchise law in Turkey? No. Turkey has no franchise-specific statute and no mandatory disclosure requirement. The relationship is governed by the general provisions of the Turkish Code of Obligations together with the trademark-licensing provisions of the SMK.

What happens if the franchisee uses the mark contrary to standards? Under Article 24(4) of the SMK the owner is entitled to take quality-assurance measures, and if the licensee fails to comply with the terms of the agreement the owner may assert the rights arising from the registered mark directly against it.

How Mona Hukuk Can Help

Franchising and trademark licensing sit at one of the busiest intersections between Turkish intellectual property law and commercial practice. At Mona Hukuk we advise foreign brand owners expanding into Turkey and Turkish businesses taking on foreign franchises on trademark registration, drafting licence agreements, TÜRKPATENT recordal procedures, and litigation support in the event of disputes.

For a consultation in Antalya, you can write to contact@monahukuk.com or call +90 (242) 606 14 32.