Patent Licensing and Know-How Delivery in Turkey: Articles 125–127 for Technology Deals

A Turkish patent licence does not automatically include exclusivity, a right to sublicense or ownership of the invention. Article 125 of Industrial Property Code No. 6769 establishes default rules for the permission granted. Article 126 addresses the technical information needed to use the invention and the recipient’s duty to protect confidential information. Article 127 deals with lack of authority, failed applications, invalidity and bad-faith disclosure failures. These provisions should be considered together before a foreign technology supplier or Turkish manufacturer signs a licence.

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This guide focuses on the substance of a technology transaction: what permission is delivered, what technical material accompanies it and who bears identified legal risks. It is separate from our guide to the law governing an international IP licence. A foreign-law clause, a royalty schedule and a patent number do not, by themselves, answer all of the operational questions in a Turkish manufacturing project.

Define the licensed asset before discussing exclusivity

Article 125(1) permits both a patent application and a granted patent to be licensed. The difference should be visible in the agreement. An application remains subject to examination and other relevant procedures; a signed licence does not convert it into a granted right. List the application or patent number, proprietor, filing route, territory and current claims, and explain which related applications are actually included.

A patent family is not a single worldwide asset. A licence naming one Turkish patent should not be described internally as permission under every foreign family member. Equally, permission to manufacture abroad does not automatically resolve Turkish importation or sale. State the permitted acts and territory directly instead of relying on the commercial project name or a broad reference to cooperation.

Separate patent rights from technical know-how, training, software, machinery and regulatory assistance. They can form part of the same commercial package, but they are not legally identical. The agreement should identify what each deliverable is, who provides it, when it is due and which payments relate to it. This makes later disputes about missing information or failed patent protection easier to analyse.

Exclusivity must be agreed rather than assumed

Article 125(2) makes the licence non-exclusive unless the agreement provides otherwise. Under a non-exclusive licence, the licensor can use the invention and grant licences to others. A licensee should therefore not infer exclusivity merely from a large upfront payment, a minimum purchase commitment or the statement that it is a preferred manufacturing partner.

An exclusive licence changes the position: the licensor cannot grant another licence and cannot itself use the invention unless it expressly reserves that use. A retained-use reservation should be examined carefully. It can preserve the owner’s own operation without necessarily granting unrestricted power to license competing businesses. The agreement needs to identify the reserved acts, territory and any relevant commercial limits.

Define exclusivity in terms that match the business. Product fields, permitted processes, geographic scope and channels of supply should be clear. These drafting choices do not remove the need to assess competition law or other applicable rules; Article 125 is not a blanket approval of every market restriction the parties might insert. Do not describe a commercial non-compete as automatically lawful merely because the licence is exclusive.

Affiliates, subcontractors and sublicensing require express attention

Under Article 125(3), unless the agreement provides otherwise, the licensee cannot transfer rights arising from the licence to third parties or grant sublicences. A parent company and a subsidiary are not the same legal person for this purpose. Identify the intended operator of each factory and the entity importing or selling the goods before treating a group-wide project as covered.

A contractual reference to approved subcontractors should explain what those persons may do and under whose authority. Calling a transaction outsourcing does not conclusively determine whether it involves use by the licensee, a sublicense or another arrangement. The actual allocation of production responsibility, possession of technical information and exploitation of the invention needs to be matched to the licence wording.

Address corporate changes in advance. A sale of the licensed business, a transfer of the manufacturing line and a change in the shareholders of the licensee are different events. The agreement should specify which events require notice or consent and how access to confidential technical material is controlled. Do not assume a general assignment clause resolves every patent, contract and confidentiality issue at once.

The default scope does not excuse breach of the agreement

Article 125(4) provides, unless otherwise agreed, for the contractual licensee to perform acts concerning use of the invention throughout the patent’s protection period. The same paragraph requires compliance with the licence conditions and permits the patent owner to assert patent rights against a licensee that does not comply. A paid royalty invoice is therefore not an unlimited defence to activity outside the agreed permission.

Match the technical permission to the current product and process. Keep a controlled schedule of the licensed claims, product versions and approved technical changes. Where the project introduces a new process step or a different product family, review whether the permission actually covers it rather than assuming that any use of the same factory is licensed.

The agreement should also state how expiry, termination and outstanding orders are handled. Stock, work in progress, maintenance records and confidential files raise different questions. A contractual sell-off period must be examined against the rights actually available and the consent granted. Article 125 does not itself supply a universal post-termination permission to continue every commercial activity.

Article 126: delivery of technical information needed for normal use

Unless otherwise agreed, Article 126(1) requires the assignor or licensor of a patent application or patent to provide the technical information necessary for normal use of the invention. This is an important distinction between permission on paper and the ability to implement the technology. The relevant question is what information is necessary for normal use of the particular invention, not whether the licensor has delivered every document in its research archive.

Translate that duty into a concrete delivery schedule. Technical drawings, process instructions, operating tolerances, test methods and installation information may serve different functions. Identify the agreed format, language, version and delivery channel. These are recommended contractual specifications, not a statutory list requiring every category in every transaction.

Record acceptance accurately. A receipt confirming that files were downloaded is not necessarily an acknowledgement that the material enables the agreed use. If commissioning or validation is part of the commercial bargain, define the procedure and the consequences of incomplete delivery. Keep technical acceptance separate from acceptance of ownership, patent validity or regulatory compliance.

Article 126 permits a different agreement concerning the information-delivery duty. Any exclusion or limitation should therefore be read rather than assumed away. A licensee relying on extensive assistance should secure an express obligation instead of expecting an ambiguous licence to supply ongoing engineering support, future improvements and all personnel training without further terms.

The recipient must protect confidential information

Article 126(2) requires the assignee or licensee to take the necessary measures to prevent disclosure of confidential information received. Patent publication and confidential manufacturing know-how must be distinguished: the fact that some technical material is public does not make every accompanying production parameter or business document public.

Identify authorised recipients and secure transmission channels. Access controls, confidentiality commitments and a record of disclosures help show how the material was handled. Define what happens when an employee leaves, a subcontractor changes or the licence ends. These operational measures support compliance; they are not a guarantee that a court will accept every secrecy claim or that a label alone makes information confidential.

Where a dispute requires technical evidence, confidentiality should be managed through the applicable legal process rather than by destroying records or withholding everything without explanation. Our process-patent evidence guide explains the separate statutory protection of manufacturing and business secrets in that setting. Contractual secrecy and court-controlled evidence production must be assessed together.

Article 127: authority to license and disclosure of patentability risks

Article 127(1) makes the person transferring or licensing the rights responsible if that person is later found not to have authority to carry out the transaction. Check the register, ownership chain and any existing licences. For a co-owned patent, the consent rules require their own assessment; our co-owned patent guide explains the unanimity and court-authorisation framework.

Article 127(3) addresses bad faith expressly. It treats the failure to disclose Turkish or foreign reports and decisions concerning patentability, or relevant knowledge, together with the specified contractual documentation failures, as establishing bad faith. A disclosure exercise should therefore cover foreign prosecution material as well as favourable Turkish documents. Selecting only the most positive report can create a misleading transaction record.

Use a disclosure schedule identifying each report or decision, its date, the application concerned and the document supplied. Explain material differences between claim versions or family members. The objective is not to promise that every foreign assessment determines Turkish validity, but to ensure that known information is not concealed from the counterparty.

A no-warranty clause should not be treated as a universal shield against bad faith. Article 127(3) states that an assignor or licensor acting in bad faith remains responsible for its acts. Contract drafting should allocate legitimate commercial uncertainty while preserving accurate disclosure, rather than attempt to turn known adverse information into an undisclosed risk borne entirely by the other party.

Withdrawal, rejection and invalidity do not produce one automatic refund rule

Article 127(2) refers to Article 139 when the application is withdrawn or refused, or the patent is judicially invalidated, unless the parties agreed broader responsibility for the assignor or licensor. The contract should therefore identify the consequences of each event and distinguish patent permission from other deliverables already supplied.

Article 139 contains exceptions to retrospective invalidity effects for specified final and executed judgments and contracts concluded and performed before invalidity. It also permits an equitable claim for partial or complete repayment of amounts paid under the relevant contracts. It would be inaccurate to promise that every royalty automatically returns, or that no repayment can ever be requested.

For a mixed technology agreement, keep separate records of patent royalties, technical assistance, equipment and other payments. Our patent invalidity guide explains the underlying challenge and its effects. Article 127(4) addresses when the compensation-claim period begins by reference to finality of the underlying court decision; it does not justify inventing a single numerical limitation period for every contractual claim.

Official legal sources

Primary provisions: Industrial Property Code No. 6769, Articles 125–127, 139, 148 and 158. Official legislation is linked by the TÜRKPATENT legislation directory. This English explanation is not an official translation or an opinion on a particular agreement’s applicable law or enforceability.

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