Legal Protection of Trade Secrets and Know-How in Turkey

A company's most valuable asset is often not a registered patent or trademark, but a manufacturing process, a customer list, a pricing model or a recipe that competitors do not know. So what does Turkish law say when an employee carries that information to a rival, or a business partner uses confidential know-how without permission? Unlike the European Union, which has a dedicated Trade Secrets Directive (2016/943), Turkey has no single standalone "trade secrets act." Protection instead arises from the interlocking provisions of several statutes. This article explains the legal foundations of trade secret and know-how protection, the remedies available, and the practical safeguards every business should consider.

The Legal Basis for Trade Secret Protection

In Turkish law, trade secret protection rests primarily on unfair competition rules. Article 54 of the Turkish Commercial Code (TCC, Law No. 6102) sets out the general principle of unfair competition, while Article 55 lists specific acts contrary to the rule of good faith. Article 55/1-(d) expressly treats the unlawful disclosure of "manufacturing and business secrets" as unfair competition — in particular the exploitation or communication to others of information secretly and without authorization obtained, or otherwise unlawfully learned.

The second pillar is contract law. Article 396 of the Turkish Code of Obligations (TCO, Law No. 6098) provides that, under the employee's duty of loyalty, information learned during employment — "in particular manufacturing and business secrets" — may not be used or disclosed while the relationship continues. Crucially, to the extent necessary to protect the employer's legitimate interests, the employee remains bound to keep secrets even after the employment relationship ends. This is a statutory confidentiality duty that applies even without a separate non-disclosure agreement.

What Qualifies as a Protectable Trade Secret

Not every piece of confidential information is a legally protected trade secret. In practice and in legal doctrine, three elements must coexist: the information must not be public (not easily accessible to anyone), it must derive economic or commercial value from its secrecy, and its holder must have taken reasonable steps to keep it confidential. That third element is decisive: a company that lets information circulate freely without any protective measure cannot later claim it was a "secret."

Know-how — the body of technical or commercial knowledge on how to do something — can be protected on this basis even if it is not patented. Customer portfolios, supplier terms, production formulas, software architecture and marketing strategies are typical examples of trade secrets.

Remedies Against Misappropriation

Where a trade secret is unlawfully acquired or disclosed, the rights holder may file unfair competition lawsuits under TCC Article 56. These actions allow the claimant to seek:

• A declaration of whether the act is unlawful,
• An injunction to stop and prevent the unfair competition,
• Removal of the resulting material situation and, where necessary, destruction of the instruments and goods used in the infringement,
• Material damages where there is fault,
• Moral (non-pecuniary) damages where the conditions are met.

As damages, the judge may also award the equivalent of the benefit the defendant is likely to have gained from the unfair competition. In addition, an interim injunction may be sought to halt the disclosure or use immediately and prevent irreparable loss.

The Criminal Dimension: Offences Under the Penal Code

Trade secret infringement is not only a civil matter; in certain cases it constitutes a crime. Article 239 of the Turkish Penal Code (TPC, Law No. 5237) punishes a person who — by virtue of their title, duty, profession or craft — has access to information or documents amounting to a trade secret, banking secret or customer secret and gives or discloses them to unauthorized persons. Upon complaint, the sanction is one to three years' imprisonment and a judicial fine of up to five thousand days. Those who unlawfully obtain such information and then disclose it fall under the same provision, which also covers scientific discoveries, inventions and industrial information.

One provision is especially notable for foreign investors: if these secrets are disclosed to a foreigner not resident in Turkey or to their officials, the penalty is increased by one third and no complaint is required to prosecute (TPC Art. 239/3). Coercing someone by force or threat to disclose such information carries a heavier sanction.

Contractual Protection: NDAs and Restrictive Covenants

Statutory protection matters, but the most effective line of defence is well-drafted contracts. Non-disclosure agreements (NDAs) ease the burden of proof and provide deterrence by clearly defining what counts as confidential, the limits on its use, and the penalty clause for breach.

In employment relationships, non-compete covenants also play a key role. Under TCO Article 444, a non-compete is valid only if made in writing and only where the employment relationship gave the employee access to the customer base or manufacturing secrets. TCO Article 445 requires the restriction to be fair as to place, time and type of work, and its duration must generally not exceed two years. A court may narrow an excessively broad covenant. An employee who breaches the covenant is liable for the employer's loss under TCO Article 446.

Practical Guidance for Foreign Companies

1. Adapt contracts to Turkish law: Standard NDAs and licence agreements used abroad may not be directly enforceable in Turkey; review penalty and jurisdiction clauses against local law.
2. Document your reasonable measures: Access restrictions, confidentiality labels and information-security policies help you later prove the "reasonable steps" element.
3. Add confidentiality and non-compete clauses to employment contracts: Draft valid, enforceable terms within the limits of the TCO.
4. Define scope in licensing and know-how transfers: Clearly state for what purpose and for how long a Turkish partner may use the transferred information.
5. Act quickly on breach: An interim injunction is decisive for preserving evidence before it is lost.

Frequently Asked Questions

Is there a single law protecting trade secrets in Turkey? No. There is no standalone statute like the EU Trade Secrets Directive. Protection arises from a combination of the TCC unfair competition rules (Arts. 54-56), the TCO confidentiality and loyalty duty (Art. 396), and the criminal provision in TPC Article 239.

If we signed no NDA, is our employee still liable? Yes. TCO Article 396 imposes a statutory confidentiality duty; even without a separate NDA the employee may not disclose manufacturing and business secrets. A written agreement, however, simplifies proof and enables a penalty clause.

A former employee took our customer list to a competitor. What can we do? Depending on the facts, unfair competition lawsuits under TCC Article 56 (injunction, declaration, damages) may be filed, and a criminal complaint may be lodged under TPC Article 239. An interim injunction to stop the disclosure is advisable.

As a foreign investor I licensed my know-how to a Turkish partner; is there extra protection? Beyond contractual protection, TPC Article 239 increases the penalty and removes the complaint requirement where secrets are disclosed to a foreigner not resident in Turkey. Even so, carefully drafting the confidentiality and duration clauses of the contract remains essential.

How Mona Hukuk Can Help

Protecting trade secrets and know-how sits at the sensitive intersection of contract drafting, intellectual property and unfair competition law. At Mona Hukuk we advise domestic and foreign companies operating in Turkey or working with Turkish partners on drafting NDAs and non-compete covenants, structuring know-how licence agreements, and managing unfair competition litigation and criminal proceedings in the event of a breach.

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