Entering or scaling a technology business in Türkiye requires contract architecture that preserves IP value while enabling commercial execution. The recurring friction points for foreign investors cluster around license scope, open-source software (OSS) compliance, service-level agreements (SLAs), and source-code access/escrow. This note sets out a practitioner-oriented playbook and highlights drafting techniques—most notably present assignment of inventions, treatment of moral rights, and allocation of development/improvement rights—to keep disputes at bay and bankability intact.
1) Define the license—don’t let it define you.
Ambiguity in license grants is the root of many disputes. Draft the scope using a layered matrix: field of use, territory, exclusivity, duration, permitted users/affiliates, and distribution model (OEM, SaaS, on-prem, embedded). State whether the license includes sublicensing, modification, reverse engineering for interoperability, and data extraction. For SaaS, separate the software license from the service and the data; clarify who owns usage data, aggregated analytics, and trained models derived from customer content. If exclusivity is necessary, tie it to minimum performance (revenue/users/coverage) with step-down to non-exclusive upon failure.
2) OSS compliance—make it a system, not an afterthought.
OSS risk is not just legal; it is transactional. A single copyleft component in a proprietary build can derail M&A or venture financing. Implement a contractual OSS governance program: (i) maintain a Bill of Materials (SBOM) updated per release; (ii) run automated scans; (iii) designate an OSS steward; (iv) document license obligations (notice, attribution, source-offer, patent clauses); (v) prohibit introduction of strong copyleft (e.g., AGPL) into core modules without prior written consent; and (vi) define a remediation SLA for any non-compliant component (replace, re-architect, or publish source as last resort). Include reps/warranties that no OSS will infect proprietary code under its reciprocal terms and an indemnity for third-party claims arising from breach of OSS obligations.
3) Service-Level Agreements—turn performance into a measurable obligation.
SLAs should translate product promises into objective metrics: uptime/availability, RPO/RTO, response/restore times, and support tiers. Tie service credits to a clear formula but preserve a sole and exclusive remedy clause to avoid double recovery, while carving out willful misconduct, data breach, and IP infringement from that exclusivity. Include scheduled maintenance windows, change management, and disaster recovery testing. For multitenant systems, address fair use and abusive workloads; for regulated sectors (fintech/health), incorporate audit rights, penetration testing, and sub-processor controls. Allocate data residency and cross-border transfers via a Data Processing Agreement aligned with Turkish data-protection law; map backups and deletion timelines to avoid “ghost” copies that frustrate exit or portability.
4) Source code access and escrow—use it as a bankability lever.
Where long-lived systems (payments, logistics, industrial control, health) are mission-critical, customers and lenders will request escrow. Use a reputable escrow agent, deposit build scripts, dependencies, and documentation, and mandate verification builds (including reproducible builds or containerized artifacts). Trigger events should include insolvency, cessation of support, material SLA breach, or failure to cure a critical security defect within a defined window. On release, grant a non-exclusive, non-transferable, internal use license to maintain and patch; prohibit commercialization. Sync escrow triggers with step-in rights in finance documents to satisfy lender risk committees.
5) Present assignment of inventions—capture IP at the moment of creation.
Under Turkish practice and international best standards, rely on present-tense assignment language: “Employee hereby assigns (not ‘will assign’) to Company all right, title, and interest in and to any Inventions…”. Extend coverage to improvements, derivatives, and bug fixes, created during employment/engagement and, where lawful, those developed with company resources. For contractors, make assignment a condition precedent to payment; require delivery of source, schematics, datasets, and keys. Add cooperation clauses for patent prosecution and moral rights handling (see below).
6) Moral rights and attribution—plan for the non-waivable.
Moral rights (paternity/integrity) may be mandatory or non-waivable in various jurisdictions. Structure consents and waivers to the maximum extent permitted by law, including: (i) consent to modification, localization, and translation; (ii) consent to anonymous or pseudonymous use; and (iii) agreement not to assert moral rights against Company or its customers. For UI/UX and creative assets, secure attribution control and style-guide compliance; align with brand and advertising laws to avoid reputational claims.
7) Development and improvement rights—avoid the forked-road dispute.
Clearly allocate foreground IP (created under the contract) and background IP (pre-existing). If the vendor retains background, license it royalty-free, perpetual, worldwide to the extent necessary to use, maintain, and modify the deliverables. For improvements conceived during the term, decide between: (a) customer ownership with vendor back-license, or (b) vendor ownership with customer perpetual, paid-up license and most-favored customer pricing. Prohibit re-use of bespoke code in competitors’ projects where competitive sensitivity exists, or at least require feature-parity MFN if reuse is allowed. For AI/ML, address model weights, training data, feedback loops, and fine-tuned derivatives—who can reuse them and under what confidentiality.
8) Warranties, indemnities, and limitation of liability—calibrate, don’t copy-paste.
Secure warranties for non-infringement, title, malware-free delivery, and conformity to specifications. Indemnities should cover third-party IP claims, OSS breaches, and data-protection violations by the vendor or its sub-processors. Carve IP infringement, data breach, willful misconduct, and confidentiality from the liability cap; otherwise, set a rational cap (e.g., 12–24 months’ fees) with super-cap for IP/data claims where necessary. Include a duty to defend, mitigation, and replacement/repair options; if an injunction looms, vendor must procure rights, modify, or refund.
9) Dispute resolution, governing law, and enforcement.
Choose a dispute forum consistent with the commercial footprint and enforcement map (e.g., ICC/ISTAC arbitration, Turkish law for immovables/mandatory issues, otherwise a neutral law). Preserve interim relief in Turkish courts for IP seizures, evidence fixation, and urgent injunctions. Add audit and step-in clauses that survive termination.
Practical checklist.
- Lock license scope with a field/territory/user matrix and performance-linked exclusivity.
- Implement an OSS program with SBOM, approvals, and remediation SLAs; secure OSS indemnity.
- Write SLAs with measurable KPIs, credits as sole remedy (with carved-out exceptions), and audit/security riders.
- Establish escrow with verification builds and lender-aligned triggers.
- Use present assignment for employees/contractors; address moral rights and improvement rights expressly.
Executed with this discipline, technology agreements in Türkiye remain financeable, enforceable, and resilient to the most common IP and operational disputes.
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