How to Draft an Intellectual Property License Agreement in Turkey

A license agreement is a contract by which the owner of an intellectual or industrial property right (trademark, patent, utility model, design) transfers the authority to use that right to another party under specified conditions.

Exclusive vs. Non-Exclusive Licenses

Under Article 24 of Industrial Property Law No. 6769 (SMK), a license may be granted as exclusive or non-exclusive. Under an exclusive license, unless otherwise agreed, even the licensor cannot use the right or grant another license; under a non-exclusive license, the rights holder may continue both using the right themselves and granting licenses to third parties. Where the agreement does not expressly state otherwise, the license is presumed to be non-exclusive.

Core Clauses a License Agreement Should Contain

A license agreement should clearly set out the scope of the right (which product or service classes it covers), the geographic territory, the term, the license fee and payment terms, quality-control provisions, and the conditions for termination. Especially in trademark licenses, provisions requiring the licensee's use of the mark to meet the licensor's quality standards are important for protecting the trademark's reputation.

Recording the License in the Register

Under the SMK, a license agreement is valid between the parties upon conclusion, but must be recorded in the register to be asserted against third parties. An unrecorded license cannot be asserted against third parties acting in good faith.

Granting Sub-Licenses

The licensee cannot grant sub-licenses to third parties in their own name unless expressly authorized to do so in the agreement. The scope and limits of any sub-licensing authority should be separately set out in the main license agreement.

Obligations of the Licensor and Licensee

The licensor is obliged to ensure the validity and usability of the right, while the licensee is obliged to pay the agreed fee and comply with the usage conditions set out in the agreement. If the licensee uses the right outside the field specified in the agreement or after the term has expired, this may give rise to infringement liability toward the rights holder.

Practical Recommendations

Before signing a license agreement, check the current registration status of the right (validity, any pending opposition or invalidation actions) and be sure to record the agreement in the register. Setting out quality-control and audit provisions in concrete, enforceable terms helps prevent future disputes.

This article is for informational purposes only and does not constitute legal advice. Please contact our team regarding your specific situation.