Technology Transfer Agreements in Turkey: Patents, Know-How, Competition Compliance and Joint Development

Introduction

Technology transfer agreements allow companies, universities, research centres and inventors to convert technical knowledge into commercially usable products and services.

A technology transfer transaction may involve:

• Licensing a patent,
• Assigning patent ownership,
• Transferring manufacturing know-how,
• Developing a product jointly,
• Providing technical assistance,
• Sharing software or source code,
• Establishing a research consortium,
• Commercialising a university invention,
• Creating a jointly owned patent portfolio.

The legal risk is not limited to whether the technology works.

Disputes frequently arise because the parties fail to determine:

• Who owned the technology before the project,
• Who owns inventions created during the project,
• Whether jointly developed improvements may be used independently,
• Which party files and maintains patent applications,
• Whether employees and subcontractors assigned their rights properly,
• Whether confidential know-how was defined sufficiently,
• How royalties are calculated,
• Whether one party may license the results to competitors,
• What happens when the project fails or the agreement ends.

Technology transfer agreements are also subject to Turkish competition law.

Intellectual property ownership gives the owner exclusive rights, but it does not permit the parties to fix prices, divide markets or prevent independent research without limitation. The Turkish Competition Authority’s technology transfer framework applies competition rules to patent, know-how and software licensing agreements and distinguishes agreements between competitors from agreements between non-competing businesses.

A successful agreement must therefore coordinate four different issues:

1. Ownership of intellectual property,
2. Protection of confidential information,
3. Commercial exploitation of the technology,
4. Competition-law compliance.

What Is a Technology Transfer Agreement?

A technology transfer agreement is a contract under which technical knowledge or intellectual property rights are transferred, licensed, developed or commercially exploited.

The transferred technology may include:

• Patent,
• Patent application,
• Utility model,
• Registered design,
• Software,
• Source code,
• Algorithm,
• Manufacturing process,
• Formula,
• Recipe,
• Technical drawing,
• Prototype,
• Testing method,
• Confidential know-how,
• Research data.

The agreement may grant only a limited right of use or may permanently transfer ownership.

The legal structure should therefore distinguish clearly between:

• Assignment: Permanent transfer of ownership,
• Licence: Permission to use while ownership remains with the licensor,
• Joint development: Creation of new technology through combined contributions,
• Technical assistance: Provision of engineering, training or implementation services,
• Research services: Development work performed for payment,
• Commercialisation agreement: Market launch and exploitation of existing technology.

Calling the agreement a “technology transfer contract” does not determine which of these legal relationships exists. The operative provisions must establish the actual rights and obligations.

Patent Assignment and Patent Licensing

A patent assignment transfers ownership of the patent or patent application.

After a complete assignment, the transferee normally becomes responsible for:

• Patent prosecution,
• Renewal fees,
• Enforcement,
• Licensing,
• Commercialisation.

A patent licence does not transfer ownership.

The licensee receives permission to use the patented invention within an agreed scope, which may include:

• Manufacturing,
• Selling,
• Offering for sale,
• Importing,
• Exporting,
• Using the patented process,
• Sublicensing.

The agreement should state whether the licence is:

• Exclusive,
• Non-exclusive,
• Sole,
• Limited by product,
• Limited by field of use,
• Limited by territory.

An exclusive licence should explain whether the patent owner retains a right to use the invention itself.

Registered Rights Must Be Identified Precisely

A technology transfer agreement should not refer merely to “our patents” or “the relevant technology.”

Each registered right should be identified by:

• Application or registration number,
• Title,
• Filing date,
• Territory,
• Current owner,
• Legal status,
• Renewal date.

The parties should also examine whether the technology is protected in Turkey.

A patent granted only in another country does not automatically create exclusive patent protection in Turkey. Turkish use may depend on:

• Turkish national patent,
• International application entering the Turkish national phase,
• European patent validated in Turkey,
• Confidential know-how protection.

The licensee should not pay a Turkish patent royalty without determining which enforceable rights actually exist in Turkey.

Patent Licence Recordation

Patent licences may be recorded in the TÜRKPATENT register.

Recordation may help establish:

• Existence of the licence,
• Licensed scope,
• Effect against third parties,
• Licensee’s commercial position,
• Due diligence transparency.

TÜRKPATENT’s 2026 fee schedule lists the total patent licence recordation and publication fee as TRY 3,150. Official fees may change annually and should be checked on the application date.

The agreement should allocate responsibility for:

• Preparing the recordation application,
• Providing Turkish translations,
• Paying official fees,
• Recording amendments,
• Recording termination.

A short-form licence may be prepared for registration so that confidential royalty and commercial terms do not need to appear in the publicly accessible document.

Know-How Transfer

Know-how generally consists of practical technical information obtained through experience, research or testing.

The Turkish competition framework describes know-how as a package of practical information that is:

• Secret,
• Substantial,
• Identified.

These elements are important.

Secret

The information should not be generally known or easily accessible.

Substantial

The information should be useful and significant for producing, applying or selling the relevant product or service.

Identified

The know-how should be described sufficiently to determine what information was transferred.

A contract that says only “the licensor will provide all necessary know-how” may be difficult to enforce.

The agreement should refer to:

• Technical manuals,
• Process descriptions,
• Drawings,
• Formulas,
• Training materials,
• Source files,
• Test protocols,
• Equipment settings.

Confidentiality Is Not the Same as Ownership

A confidentiality agreement prevents unauthorised disclosure or use.

It does not necessarily determine who owns:

• New inventions,
• Modifications,
• Test results,
• Software,
• Improvements.

Technology projects should therefore contain separate clauses governing:

• Confidentiality,
• Intellectual property ownership,
• Permitted use,
• Publication,
• Return and deletion.

A party may breach confidentiality even if it owns part of the jointly developed technology.

Likewise, a party may comply with confidentiality obligations but still use jointly owned technology outside the contract in breach of the ownership and licensing provisions.

Background Intellectual Property

Background intellectual property consists of technology owned or controlled by a party before the project or developed independently outside it.

Background rights may include:

• Existing patents,
• Software libraries,
• Databases,
• Manufacturing processes,
• Laboratory methods,
• Confidential know-how,
• Product designs.

Each party should identify its background rights before the project begins.

The agreement should state:

• Which background rights are contributed,
• Whether ownership remains unchanged,
• Which party may use them,
• Whether use is limited to the project,
• Whether commercial use requires a separate licence,
• Whether the licence ends when the project ends.

A party should not lose ownership of its entire technology platform merely because one module was used during a joint project.

Foreground Intellectual Property

Foreground intellectual property means technology created during the project.

Possible foreground results include:

• New invention,
• Improvement,
• Software code,
• Prototype,
• Design,
• Test result,
• Research database,
• Manufacturing method.

The agreement should not wait until a patent is filed to determine ownership.

Ownership rules should apply from the moment the result is created.

Possible structures include:

Creator ownership

The party whose personnel create the result owns it.

Funding-party ownership

The party financing the project owns the results.

Field-based ownership

Each party owns results falling within its allocated technical field.

Joint ownership

Results created jointly are owned jointly.

Project company ownership

All foreground rights belong to a jointly established company.

Each structure has commercial advantages and risks.

Inventorship and Ownership Are Different

An inventor is the natural person who made the intellectual contribution to the invention.

The patent owner may be:

• Inventor,
• Inventor’s employer,
• Company receiving an assignment,
• Several parties jointly.

A contract should not state that a company “will be the inventor.”

The contract may provide that the company will own the rights, but the true inventors should still be identified in accordance with applicable patent rules.

Incorrect inventorship information may create:

• Employee claims,
• Ownership disputes,
• Patent prosecution problems,
• Problems in foreign jurisdictions.

Employee Inventions

Technology projects frequently rely on employees, engineers, software developers and researchers.

Under the Turkish employee-invention framework, an employee must report a service invention to the employer. The employer may claim full or partial rights and must generally notify the employee of that claim in writing within four months after receiving the invention report. A timely full claim transfers the rights to the employer, subject to the applicable employee compensation rules.

The employer should maintain an internal invention procedure covering:

• Written invention notification,
• Inventor identification,
• Contribution percentages,
• Full or partial rights claim,
• Patent filing decision,
• Employee remuneration,
• Confidentiality.

A general employment-contract clause saying that “all inventions belong to the employer without payment” may not resolve every statutory employee-invention issue.

Subcontractors and Consultants

Independent consultants and subcontractors may not be subject to the same employee-invention rules.

Their agreements should therefore contain express provisions assigning or licensing:

• Patent rights,
• Copyright,
• Software,
• Designs,
• Technical documents,
• Improvements.

The contracting party should ensure that the individual creators, not merely the subcontracting company, are bound by the necessary intellectual property and confidentiality obligations.

A chain of title is only as strong as the weakest assignment in that chain.

Joint Development Agreement

A joint development agreement is used where two or more parties contribute resources to create a new product or technology.

Contributions may include:

• Personnel,
• Funding,
• Laboratory facilities,
• Existing patents,
• Software,
• Data,
• Equipment,
• Market access,
• Regulatory expertise.

The agreement should define the project with enough detail to determine whether a result was created within or outside the collaboration.

Project Scope and Work Packages

The agreement should include a technical project plan setting out:

• Objectives,
• Work packages,
• Responsible party,
• Deliverables,
• Milestones,
• Testing criteria,
• Budget,
• Completion dates.

A broad statement that the parties will “develop new technological products together” is not sufficient.

The project plan should distinguish:

• Research,
• Prototype development,
• Validation,
• Regulatory testing,
• Industrialisation,
• Commercial launch.

The legal rights may change at each stage.

Project Governance

A joint development project should establish a governance structure.

Possible bodies include:

• Steering committee,
• Technical committee,
• Intellectual property committee,
• Commercialisation committee.

The agreement should regulate:

• Number of representatives,
• Voting,
• Quorum,
• Reserved decisions,
• Meeting frequency,
• Written records,
• Escalation.

Reserved decisions may include:

• Material change in project scope,
• Additional budget,
• Patent filing,
• Publication,
• Licensing to third parties,
• Abandonment of a patent,
• Settlement of an infringement claim.

Deadlock

Joint technology projects can stop when the parties disagree about:

• Technical direction,
• Additional investment,
• Patent filing countries,
• Commercialisation,
• Product pricing,
• Licensing a competitor.

A deadlock clause should include an escalation process such as:

1. Technical committee review,
2. Senior management negotiation,
3. Independent expert determination,
4. Mediation,
5. Buyout, separation or termination.

An unresolved technical disagreement should not automatically result in the loss of all prior work.

Joint Ownership of Results

Joint ownership may appear fair, but it can create serious operational problems.

The agreement should address:

• Ownership percentages,
• Patent filing,
• Renewal costs,
• Independent use,
• Licensing to third parties,
• Sublicensing,
• Enforcement,
• Settlement,
• Assignment,
• Revenue sharing.

The parties should not rely exclusively on statutory default rules.

A party may expect to license jointly owned technology freely, while the other party may expect unanimous consent.

These conflicting expectations should be resolved expressly.

Patent Filing Strategy

The agreement should state:

• Which party prepares the application,
• Who selects patent counsel,
• Who approves the claims,
• Which countries are covered,
• Who pays,
• Who responds to office actions,
• Who controls appeals.

Patent applications can disclose important technical details publicly.

Before filing, the parties should decide whether the technology should instead remain protected as a trade secret.

Patent or Trade Secret?

Patent protection may provide exclusive rights but requires disclosure of the invention.

Trade-secret protection avoids publication but depends on the information remaining confidential.

Factors include:

• Whether reverse engineering is possible,
• Expected commercial life,
• Ease of detecting infringement,
• Patentability,
• Cost of international protection,
• Risk of employee disclosure.

The agreement should determine who makes the final decision and whether one party may file independently if the other refuses.

Patent Filing Outside Turkey

International technology may require protection in:

• Turkey,
• European Patent Convention states,
• United States,
• China,
• Other target markets.

The agreement should establish:

• Priority filing,
• PCT strategy,
• European patent route,
• National phase decisions,
• Translation costs,
• Annual fees.

A party that does not wish to fund protection in one country may permit the other party to proceed at its own cost.

The consequences should be defined:

• Does ownership change?
• Is the non-paying party’s licence preserved?
• Does the filing party receive exclusive rights in that territory?

Improvements

An improvement is a later development based on or related to transferred technology.

The agreement should define:

• What qualifies as an improvement,
• Who owns it,
• Whether it must be disclosed,
• Whether the other party receives a licence,
• Whether the licence is exclusive,
• Whether additional royalties apply.

A clause transferring every future invention developed by the licensee may be commercially excessive and may raise competition-law concerns.

The Turkish Competition Authority’s guidance treats restrictions that prevent a licensee from using or improving its own competing technology as problematic, particularly where the restriction reduces independent research incentives.

Grant-Back Clauses

A grant-back clause requires the licensee to grant the licensor rights over improvements.

Possible structures include:

• Non-exclusive royalty-free licence,
• Exclusive licence,
• Assignment,
• Right of first negotiation,
• Right of first refusal.

The competition analysis depends on:

• Whether the improvement is severable,
• Whether it belongs to the licensee,
• Whether the licence is exclusive,
• Whether compensation is paid,
• Market power of the parties.

A non-exclusive licence may be easier to justify than a compulsory assignment of all independent improvements.

Independent Research

The agreement should preserve each party’s right to conduct independent research outside the defined project, subject to confidentiality obligations.

The technology transfer framework generally treats restrictions on independent research and development as problematic unless they are necessary and proportionate to protect licensed know-how.

A clause should distinguish between:

• Using the other party’s confidential information,
• Conducting genuinely independent research,
• Developing a competing technology from public sources.

Confidentiality may be protected without preventing every form of future innovation.

Research and Development Agreements Under Turkish Competition Law

Turkey’s current block exemption framework for R&D agreements is Communiqué No. 2016/5.

It covers arrangements involving:

• Joint R&D and joint exploitation,
• Joint R&D without joint exploitation,
• Paid R&D,
• Joint use of earlier R&D results,
• Sharing or licensing technical results.

For agreements involving joint exploitation where at least two parties are competitors, the combined relevant market share must generally not exceed 40% to benefit from the group exemption.

Where the parties are not competitors in the relevant market, the communiqué does not apply the same 40% threshold.

Conditions for the R&D Exemption

The R&D agreement should define its scope and purpose clearly.

The current communiqué also expects, among other matters:

• Appropriate access to project results,
• Protection of confidential information,
• Ability to use technical information and results independently where only R&D is involved,
• Joint exploitation being limited to relevant project results,
• Appropriate access to production where exploitation is specialised.

A party should not be asked to finance the project while receiving no meaningful access to the results unless the agreement is structured lawfully as a paid research arrangement with clearly allocated rights.

Duration of the R&D Exemption

For an agreement involving only R&D, the block exemption may continue during the agreement.

Where the parties also jointly exploit the results, the exemption generally continues for seven years from the first marketing of the relevant products in Turkey, subject to the applicable conditions.

The end of automatic block-exemption protection does not automatically make the agreement unlawful.

The arrangement may still require an individual assessment under the general exemption conditions.

Restrictions Excluded From the R&D Exemption

Communiqué No. 2016/5 excludes agreements containing specified restrictions, including certain clauses that:

• Restrict independent R&D after the project,
• Jointly fix production or sales quantities outside defined exceptions,
• Fix third-party sale or licence prices outside permitted joint exploitation,
• Restrict passive sales beyond recognised exceptions,
• Divide customers or territories outside the permitted specialisation structure.

The agreement should therefore be reviewed not only for intellectual property ownership but also for its actual market effects.

Technology Transfer Block Exemption

Patent, know-how and software licences used to produce goods or services may fall within Communiqué No. 2008/2 and the Competition Authority’s Technology Transfer Guidelines.

The group exemption market-share thresholds differ according to whether the parties are competitors:

• For competitors, their combined market share should not exceed 30%.
• For non-competitors, each party’s share should not exceed 40% in the affected technology and product markets.

Exceeding a threshold does not automatically make the agreement unlawful.

It means that the agreement no longer benefits automatically from the group exemption in the affected market and requires an individual competition-law analysis.

Competitors and Non-Competitors

The parties may be competitors in:

• Product market,
• Technology market,
• Innovation activity.

Two companies may not sell the same final product but may still own substitutable technologies.

The classification should be made at the time the agreement is signed.

The Competition Authority’s guidance also recognises that parties may become competitors later if a licensee develops a competing technology during the contractual relationship.

The agreement should therefore be reviewed periodically where the parties’ market position changes.

Price Restrictions

A technology agreement should not ordinarily fix the price at which an independent licensee sells products to third parties.

High-risk provisions may include:

• Fixed sale price,
• Minimum sale price,
• Mandatory minimum royalty charged to sublicensees,
• Coordinated customer pricing,
• Penalties for discounting.

A royalty formula may indirectly influence pricing, but it should not be structured primarily to eliminate price competition.

Output Restrictions

Restrictions on the amount a licensee may produce can reduce competition.

Some quantity limits may be justified where they are necessary for:

• Shared production,
• Defined field-of-use licence,
• Dedicated customer supply,
• Technical capacity.

However, an output limitation between competitors should be reviewed carefully.

The Competition Authority’s guidance notes that royalty structures increasing with output may also have restrictive effects where parties possess significant market power.

Territorial and Customer Restrictions

The legality of territorial or customer restrictions depends on:

• Whether the parties are competitors,
• Whether sales are active or passive,
• Whether the licence is exclusive,
• Whether the restriction is necessary for market entry,
• Duration.

Broad prohibitions on passive sales generally create greater risk.

An exclusive licence should not automatically be interpreted as absolute protection against every unsolicited customer request.

No-Challenge Clauses

A no-challenge clause prevents a licensee from contesting the validity of the licensed intellectual property.

Such clauses require careful competition-law analysis.

A licence may provide the licensor with a right to terminate in defined circumstances, but an absolute prohibition on challenging an invalid patent may fall outside block-exemption protection.

The R&D communiqué also excludes certain restrictions eliminating the parties’ ability to challenge intellectual property rights after completion or termination.

Information Exchange Between Competitors

Joint development requires information sharing, but competitors should not exchange more information than necessary.

High-risk information may include:

• Future prices,
• Customer-specific pricing,
• Sales strategy,
• Production plans unrelated to the project,
• Market allocation,
• Future bids,
• Commercially sensitive costs.

The parties may use safeguards such as:

• Clean teams,
• Limited-access data rooms,
• Aggregated data,
• Project-specific confidentiality rules,
• Separate commercial teams.

The collaboration should not become a platform for coordinating activities outside the research project.

Patent Pools

A patent pool combines technologies owned by several parties and licenses them as a package.

Patent pools may reduce transaction costs where technologies are complementary and necessary to produce a standard-compliant product.

Competition concerns may arise where the pool:

• Includes substitute technologies,
• Excludes competing technology unfairly,
• Shares sensitive pricing information,
• Prevents independent licensing,
• Imposes restrictive grant-back obligations.

The Competition Authority’s technology transfer guidance includes a specific framework for evaluating technology pools, their composition and licensing conditions.

Joint Venture and Merger Control Risk

A technology collaboration may evolve into:

• Jointly controlled company,
• Permanent production business,
• Commercialisation joint venture.

Where the arrangement creates a lasting autonomous business under joint control, Turkish merger-control rules may need to be examined separately.

The parties should not assume that every entity described as a “research joint venture” falls outside merger review.

The analysis depends on:

• Control rights,
• Permanence,
• Independent resources,
• Market activity,
• Current notification thresholds.

Universities and Technology Transfer Offices

Universities often commercialise inventions through:

• Exclusive patent licence,
• Non-exclusive licence,
• Assignment,
• Spin-off company,
• Joint development agreement.

The agreement should identify whether the contracting party is:

• University,
• Technology transfer office,
• Academic inventor,
• University-owned company,
• Spin-off company.

The person or institution negotiating the transaction may not be the legal patent owner.

Academic Publication Rights

Universities and researchers may wish to publish project results.

The commercial partner may need time to:

• File patent applications,
• Remove confidential information,
• Review regulatory consequences.

A balanced publication clause may provide:

• Advance written notice,
• Review period,
• Limited delay for patent filing,
• Removal of third-party confidential information.

An indefinite publication ban may conflict with academic and public funding obligations.

Publicly Funded Technology

Technology developed with public funding may be subject to:

• Ownership rules,
• Reporting duties,
• Commercialisation conditions,
• Revenue-sharing requirements,
• Restrictions on transfer.

The contract should review the conditions of the specific funding programme.

TÜBİTAK’s Patent-Based Technology Transfer Support Call requires the project’s responsibilities, use or transfer of intellectual rights and dispute-resolution issues to be regulated in the technology transfer agreement.

A private agreement cannot safely ignore obligations accepted under the public funding decision.

Research Materials and Prototypes

Joint projects may require transfer of:

• Biological material,
• Chemical samples,
• Hardware,
• Prototypes,
• Test equipment.

The agreement should regulate:

• Ownership,
• Permitted use,
• Safety,
• Import and export,
• Reverse engineering,
• Return,
• Destruction,
• Liability.

A material transfer agreement may be used separately where physical research material is transferred without a full commercial licence.

Data Ownership

Technology projects produce substantial data.

The agreement should distinguish:

• Raw data,
• Analysed data,
• Personal data,
• Machine-generated data,
• Validation reports,
• Regulatory data,
• Training datasets.

The parties should regulate:

• Ownership,
• Access,
• Storage,
• Security,
• Use for competing projects,
• Retention,
• International transfer.

Ownership of the equipment generating the data does not necessarily resolve every right concerning the data itself.

Software Development

Where the project includes software, the contract should address:

• Source code,
• Object code,
• Open-source components,
• APIs,
• Documentation,
• Updates,
• Cybersecurity,
• Escrow.

Open-source software should be audited before commercial launch.

Some open-source licences may require disclosure or licensing of modified source code under specified conditions.

A party should not promise exclusive ownership of software without verifying the licences of third-party components.

Acceptance Testing

Technology should not be considered delivered merely because files or prototypes were sent.

The agreement should define:

• Technical specifications,
• Testing environment,
• Acceptance criteria,
• Test period,
• Correction procedure,
• Deemed acceptance,
• Rejection rights.

A failed commercial result does not always mean the developer breached the contract.

Research inherently involves uncertainty.

The agreement should distinguish between:

• Obligation to use reasonable research efforts,
• Obligation to deliver a defined technical result,
• Guaranteed performance.

Commercialisation

The agreement should determine who may commercialise the results.

Possible structures include:

• Each party commercialises in its own field,
• One party receives exclusive worldwide rights,
• Parties divide territories,
• Joint company commercialises,
• One party manufactures and the other distributes.

The contract should address:

• Product launch deadline,
• Minimum investment,
• Minimum sales,
• Regulatory approval,
• Manufacturing capacity,
• Marketing obligations.

Exclusive rights should not remain unused indefinitely.

The agreement may convert an exclusive licence into a non-exclusive licence if commercial milestones are missed.

Royalties and Milestone Payments

Technology transfer consideration may include:

• Upfront fee,
• Research funding,
• Patent cost reimbursement,
• Milestone payments,
• Sales royalty,
• Minimum annual royalty,
• Sublicence income share.

The royalty clause should define:

• Net sales,
• Permitted deductions,
• Currency,
• Exchange rate,
• Related-party sales,
• Bundled products,
• Audit rights.

A milestone payment should identify the exact event triggering payment.

Examples include:

• Prototype completion,
• Patent grant,
• Regulatory approval,
• First commercial sale,
• Sales target.

Failure of the Project

Research may fail even where both parties perform properly.

The agreement should distinguish between:

• Technical failure,
• Delay,
• Failure to meet specifications,
• Commercial failure,
• Regulatory refusal.

The consequences may include:

• Project termination,
• Revised scope,
• Refund of unused funds,
• Continued confidentiality,
• Allocation of partial results,
• Licence to abandoned work.

A party should not automatically receive a complete refund merely because the research did not produce a commercially successful product unless a guaranteed result was promised.

Termination

Termination grounds may include:

• Material breach,
• Non-payment,
• Failure to meet milestones,
• Unauthorised disclosure,
• Insolvency,
• Competition-law violation,
• Abandonment,
• Regulatory prohibition.

Remediable breaches should generally be subject to a cure period.

The agreement should also regulate ordinary termination where the project is no longer commercially viable.

Effects of Termination

Termination should not leave ownership uncertain.

The contract should state what happens to:

• Background intellectual property,
• Foreground rights,
• Joint applications,
• Confidential information,
• Research data,
• Prototypes,
• Royalties,
• Sublicences,
• Pending patent applications.

The agreement should also state whether:

• Commercial licences survive,
• Rights revert,
• Each party may continue internal research,
• One party may buy the other’s interest.

Continuing Confidentiality

Confidentiality may survive termination for a defined period or as long as the information remains secret.

Different information may require different durations.

For example:

• Business plans may lose sensitivity after several years.
• Manufacturing formula may remain secret indefinitely.
• Personal data should be retained only according to applicable legal requirements.

Infringement Enforcement

The agreement should determine:

• Who monitors infringement,
• Who sends notices,
• Who files proceedings,
• Who controls settlement,
• Who pays costs,
• How damages are shared.

For jointly owned patents, these issues should be agreed expressly.

One party should not settle an infringement case by granting a broad licence that destroys the other party’s commercial position.

Challenges to Patent Validity

A third party may challenge the patent.

The agreement should regulate:

• Defence control,
• Legal costs,
• Technical evidence,
• Effect of invalidation,
• Royalty adjustment.

If the patent is invalidated, know-how or software rights may still retain independent value.

The contract should avoid treating every component of the technology as legally dependent on one patent.

Governing Law and Dispute Resolution

The agreement should separately identify:

• Governing law,
• Court jurisdiction or arbitration,
• Seat of arbitration,
• Language,
• Number of arbitrators.

Technology disputes often involve confidential technical evidence and may be suitable for arbitration.

The clause may also provide for expert determination of technical questions such as:

• Whether a milestone was achieved,
• Whether an improvement falls within the licence,
• Whether performance specifications were met.

The expert’s role should be distinguished from the arbitrator’s role.

Mandatory Commercial Mediation

Where the parties bring qualifying commercial payment or compensation claims before Turkish courts, mandatory mediation may need to be completed before litigation.

Potential claims include:

• Unpaid royalties,
• Research funding,
• Damages,
• Patent-cost reimbursement,
• Wrongful termination compensation.

Patent validity, cancellation and certain registry-related claims may follow a different procedural route from ordinary monetary disputes.

Practical Drafting Checklist

A technology transfer agreement should address:

1. Identity and authority of the parties.
2. Project scope.
3. Background intellectual property.
4. Foreground intellectual property.
5. Inventorship.
6. Employee and subcontractor rights.
7. Joint ownership.
8. Patent filing and maintenance.
9. Confidential know-how.
10. Publication rights.
11. Improvements.
12. Grant-back obligations.
13. Independent research.
14. Data ownership.
15. Software and source code.
16. Materials and prototypes.
17. Project governance.
18. Milestones and acceptance.
19. Commercialisation.
20. Licence scope.
21. Territory and field of use.
22. Sublicensing.
23. Royalties and audit.
24. Competition-law compliance.
25. Public funding obligations.
26. Termination.
27. Post-termination use.
28. Infringement enforcement.
29. Governing law.
30. Dispute resolution.

Frequently Asked Questions

What is a technology transfer agreement?

It is a contract transferring, licensing, developing or commercialising technical knowledge, patents, software, designs or know-how.

Is technology transfer the same as patent assignment?

No. Assignment transfers ownership. A licence grants a right of use while ownership remains with the licensor.

Must the technology be patented?

No. Know-how, software, data and trade secrets may also be transferred.

Is a foreign patent enforceable automatically in Turkey?

No. Patent protection is territorial. Turkish protection should be verified.

Can a patent application be licensed?

Yes. Patent applications may be included in licence and transfer arrangements.

Should a patent licence be recorded with TÜRKPATENT?

Recordation may strengthen third-party effectiveness and transparency. The current official procedure and fee should be checked before filing.

What is the 2026 patent licence recordation fee?

TÜRKPATENT’s current schedule lists a total of TRY 3,150.

What is know-how?

The competition framework describes it as practical information that is secret, substantial and identified.

Who owns technology created jointly?

The agreement should decide this expressly. Ownership may follow contribution, technical field, inventorship or an agreed percentage.

Are inventorship and ownership the same?

No. Inventors are natural persons who create the invention. Ownership may belong to an employer or company.

Does an employer automatically own every employee invention?

The Turkish service-invention procedure includes employee notification and an employer’s full or partial rights claim. The applicable formalities and employee remuneration rules must be followed.

How long does the employer have to claim a service invention?

The employer generally has four months after receiving the employee’s invention report to notify a full or partial rights claim.

Can a consultant’s invention belong automatically to the customer?

Not safely without an express assignment or licence. Consultant and subcontractor contracts should address intellectual property ownership directly.

What is background intellectual property?

Technology owned or developed independently before or outside the joint project.

What is foreground intellectual property?

Technology and results generated within the project.

Can all project results be owned jointly?

Yes, but the agreement should regulate licensing, enforcement, costs, assignment and commercial use.

Who files the patent application?

The agreement should appoint a responsible party and regulate counsel, territories, costs and approval.

Can one party publish research results?

Only according to the publication and confidentiality provisions. A review and patent-filing delay may be agreed.

Can the licensee conduct independent research?

Independent research should generally remain possible outside the licensed know-how and project scope. Overly broad restrictions may create competition-law concerns.

Who owns improvements?

The agreement should define ownership and any grant-back licence.

Are grant-back clauses lawful?

They may be, but exclusive assignments of all future improvements require careful competition analysis.

Which Turkish competition rules apply?

Technology licences may fall within Communiqué No. 2008/2. Joint R&D arrangements may fall within Communiqué No. 2016/5.

What is the market-share threshold for competing technology licence parties?

Their combined relevant market share should generally not exceed 30% for the technology transfer block exemption.

What is the threshold for non-competing licence parties?

Each party should generally remain at or below 40% in the relevant affected markets.

What is the R&D agreement threshold?

For joint exploitation involving competitors, the current communiqué generally applies a combined 40% threshold. Non-competing parties are not subject to that same threshold.

How long may the R&D exemption continue?

For joint exploitation, it generally continues for seven years after the product is first marketed in Turkey, subject to the communiqué’s conditions.

Can the parties fix product prices?

Restrictions fixing third-party prices may remove the agreement from the applicable block exemption.

Can the parties restrict production quantities?

Certain output limitations are high risk, although specific joint production and exploitation exceptions may apply.

Can the agreement prohibit every patent challenge?

No-challenge obligations require careful review and may fall outside exemption protection.

Can a technology transfer agreement include software?

Yes. Source code, modification, distribution, SaaS access and open-source components should be regulated separately.

What happens if the research fails?

The outcome depends on whether the parties promised reasonable research efforts or a guaranteed technical result.

Can the project be terminated before completion?

Yes, according to the contractual termination provisions. Ownership of partial results must still be determined.

Can technology disputes be arbitrated?

Many contractual technology disputes can be arbitrated. Patent validity and registry-related relief may require separate analysis.

Conclusion

Technology transfer agreements in Turkey require much more than a simple patent licence.

The parties must identify:

• Existing technology,
• New project results,
• Employee and subcontractor contributions,
• Patent filing responsibilities,
• Confidential know-how,
• Commercialisation rights.

Background and foreground intellectual property should be separated clearly.

Joint ownership should not be used without regulating:

• Independent use,
• Third-party licensing,
• Patent costs,
• Enforcement,
• Revenue sharing.

Employee inventions require particular attention. Employers should establish a written invention-notification and rights-claim process and comply with employee compensation requirements.

Competition law must also be reviewed.

Technology licences between competitors generally benefit from the block exemption where combined market share does not exceed 30%. For non-competitors, the general threshold is 40% for each party in the relevant affected markets.

Joint R&D agreements are regulated separately under Communiqué No. 2016/5. Where competitors jointly exploit results, a combined 40% market-share threshold generally applies. Agreements between non-competing parties are not subject to that same threshold.

The agreement should avoid restrictions that:

• Prevent independent research,
• Fix third-party prices,
• Divide markets unlawfully,
• Restrict passive sales,
• Suppress competing technologies.

Termination provisions should determine what happens to patents, applications, prototypes, data, know-how, royalties and commercial licences.

The strongest technology transfer agreements are those that establish ownership and commercial rights before the first employee begins development, rather than attempting to solve the ownership problem after the invention has already been created.

Legal Disclaimer: This article provides general legal information and does not constitute legal, tax, patent or competition advice. Technology-transfer rights depend on the parties, project structure, patent status, employee contributions, public funding, market position and contractual implementation. A Turkish intellectual property and competition-law review should be completed before signing, amending or terminating a technology transfer or joint development agreement.