Licensing Agreement
"What should an IP licensing agreement include in Türkiye?"
Quick Answer
A Türkiye focused IP licensing agreement should define exactly what is being licensed and how it may be used. Key points include scope of rights, territory and term, exclusivity, sublicensing, royalties and reporting, trademark quality control, confidentiality for know how, who handles infringement actions, and what happens at termination.
What to Include in an IP Licensing Agreement for Türkiye
In Türkiye, licensing is typically structured around the underlying IP right, such as a trademark, patent, design, or copyright and software, plus any know how. The agreement should be drafted to match the asset type and the intended commercial model, for example distribution, manufacturing, franchising, or SaaS.
Key Points to Remember
- Define the licensed IP precisely: registration numbers, classes, territories, versions, and any know how
- Scope of use: products and services, channels, manufacturing, marketing, and any restrictions
- Exclusivity and territory: exclusive, non exclusive, or sole, and whether Türkiye only or wider
- Royalties: calculation base, currency, payment schedule, reporting, tax gross up if needed, and audit rights
- Quality control: mandatory for trademark licenses, include approvals, samples, brand guidelines, and inspections
- Sublicensing: allowed or prohibited, approval mechanics, and liability for sublicensees
- Infringement handling: monitoring, notice, who sues, cost sharing, settlements, and record evidence
- Termination and exit: cease use, destroy materials, return know how, sell off inventory, and transition assistance
Practical Drafting Notes
For trademarks, build in real quality control and a clear approval workflow, because weak control can create brand risk. For software and know how licensing, focus on confidentiality, access controls, permitted users, and post termination return or deletion obligations. If the license is part of a broader commercial relationship, align it with the distribution or services agreement to avoid conflicting rules on territory, pricing, and termination.
If you plan to enforce rights in Türkiye or operate through a local partner, make sure your IP ownership chain and registrations are clean and up to date. Consider whether recordation of the license is needed for third party effectiveness and clarify which party will handle filings and official communications.
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