Confidentiality Agreement (NDA)
"How are NDAs enforced under Turkish law?"
Quick Answer
Confidentiality agreements (NDAs) are generally enforceable under the Turkish Code of Obligations as a contractual obligation. In a breach, the non-breaching party may seek contractual remedies (including agreed penalties where valid) and compensation, and in appropriate cases may also pursue interim measures to stop further disclosure and preserve evidence. Depending on the facts, trade secret and unfair competition protections may provide additional claims alongside the NDA.
Legal Framework in Turkey
In Turkey, NDAs are primarily treated as contractual obligations under the Turkish Code of Obligations (Law No. 6098). Where the disclosed information qualifies as a trade secret or where the conduct affects market behavior, additional protections and claims may arise (e.g., under Turkish Commercial Code unfair competition principles) alongside the NDA. As enforcement is often evidence-driven, drafting and process controls should anticipate proof, traceability, and urgent relief needs in the event of a breach.
Key Points to Remember
- NDAs are typically enforceable as contractual obligations; clarity of “Confidential Information,” permitted disclosures, and duration drives enforceability in practice.
- Agreed penalties (cezai şart) and liquidated mechanisms can support deterrence, but must be drafted proportionately and may be subject to judicial adjustment.
- In a suspected breach, evidence preservation and interim measures (e.g., to stop further disclosure) can be as important as damages claims.
Drafting Considerations
A practical NDA should define the scope of “Confidential Information,” permitted disclosures (affiliates/advisers), purpose limitation, and how information will be handled (need-to-know access, labeling, return/destruction, and audit trail). If deterrence is important, consider a proportionate agreed penalty (cezai şart) and clear loss allocation, while recognizing that enforcement typically depends on evidence—who received what, when, and through which channel. For high-risk cases, plan early for evidence preservation and urgent relief options to stop further disclosure, rather than relying only on damages claims after the fact.
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