Video Game Publishing Agreements in Turkey: The Legal Playbook for Studios and Publishers
The relationship between a game studio and a publisher is often the most valuable—and the most dangerous—contract in the entire lifecycle of a game. It is valuable because it can unlock funding, marketing, distribution, localization, and platform access. It is dangerous because the wrong clause can quietly transfer your intellectual property, trap you in an unfair “recoupment” waterfall, or make termination practically impossible when the relationship breaks down.
In Turkey, the contract must also be built with an awareness of local private law principles, copyright structure under Law No. 5846, and compliance layers such as data protection (KVKK) and consumer rules for digital sales. Law No. 5846 is a cornerstone reference for creative works and is publicly available via World Intellectual Property Organization’s WIPOLEX database.
This guide is written for:
- Indie and mid-size studios negotiating their first publisher deal
- Publishers structuring Turkey-related development and distribution
- Investors and founders who want to “de-risk” revenue, IP, and compliance
The purpose is practical: how to draft and negotiate a publishing agreement that will survive success (big revenue, scale, expansions) and also survive conflict (missed milestones, delayed launch, community backlash, termination).
1) Start with a clear deal model (otherwise every clause becomes a trap)
“Publishing agreement” is a label, not a legal structure. In practice, deals usually fall into one of these models:
A) Classic publishing (publisher funds + markets; studio develops)
Publisher typically pays an advance or minimum guarantee, funds marketing, handles distribution relationships, and recoups costs from revenue.
B) Co-publishing (shared roles, shared control)
Studio keeps more control over IP and operations, publisher adds marketing/distribution muscle.
C) Distribution-only (publisher is essentially a reseller/distributor)
Publisher mainly provides store relationships, pricing support, and limited marketing.
D) Work-for-hire / commissioned development
Publisher (or a platform) owns the output or receives a broad assignment; studio’s upside is limited. This can be commercially logical—but it must be priced correctly and documented tightly.
Why this matters legally: Your deal model determines what “fair” means for IP ownership, revenue split, approval rights, and termination.
2) The studio’s non-negotiable: chain of title (prove you own what you are licensing)
Before you negotiate money, you must be able to prove you have the legal right to deliver the game.
2.1. Copyright and games: the “multi-layer work” problem
Games are not one single asset. They are a bundle: software code, art, music, voice acting, narrative, UI, cinematics, and sometimes user-generated content. Turkish commentary commonly explains that games may be protected through different “work” categories, including computer programs and audiovisual/cinematographic elements, depending on content and structure.
Law No. 5846 provides definitions and framework relevant to computer programs (among other protected works).
2.2. Employee vs contractor creations: document it, or you will pay later
A recurring dispute pattern is simple: a key developer or artist leaves, and suddenly the studio cannot prove it has the necessary rights to ship, update, or port.
At a minimum, you need:
- signed employment or contractor agreements
- clear IP assignment / license language
- moral rights handling strategy (more below)
- third-party asset licenses on file (music, fonts, motion capture, middleware)
Law firm analyses in Turkey emphasize that, as a general rule, the creator is the original rights holder, and employer rights depend heavily on structuring and documentation.
2.3. Moral rights are real—even for software
Turkey is commonly described as “author-centered” for moral rights, and commentary notes that the law does not simply carve out software from moral rights concepts (even though moral rights may look different in software contexts).
Practical drafting lesson: In a publishing agreement, you must address how author credits, modifications, localization edits, and derivative works will be handled in a way that reduces moral-rights friction.
3) Scope: define what the publisher gets (and what the studio keeps)
A strong scope clause answers these questions without ambiguity:
- Territory: Turkey only? EMEA? Worldwide?
- Platforms: PC/console/mobile? Which storefronts?
- Field of use: game only, or also merchandising, film/TV, books, board games?
- Language rights: localization responsibility and ownership of translations
- Sequels/DLC: are they included or separate?
The most common “silent IP grab”
A scope clause that says “all rights, now known or hereafter developed, worldwide, perpetual” is not a scope—it’s a takeover.
Studios typically want:
- a limited license to publish and market the game
- a time-limited term
- reversion of rights if the publisher stops exploiting the title
Publishers typically want:
- enough exclusivity to justify spend
- protection against the studio self-publishing around them
- optionality for ports and expansions (with clear conditions)
4) Money: advances, minimum guarantees, and recoupment waterfalls
This is where studios often lose the deal without realizing it.
4.1. Advances and minimum guarantees (MG)
Publishing deals frequently include a minimum guarantee and/or advance payments, plus royalties based on net sales or net receipts.
But the legal risk is not the concept—it is the definition of:
- what is recoupable
- what “net” means
- what deductions are allowed
- when payments are due
- whether the publisher can cross-collateralize (recoup from other titles)
4.2. Define “Net Receipts” like a litigator
If your contract says “net revenue after costs,” you have no contract.
A well-defined net receipts clause specifies:
- store/platform fees (Steam/console store cuts) as permitted deductions
- taxes/withholding handling
- refunds/chargebacks
- payment processing fees
- whether marketing is recoupable, and if yes, under what cap and proof
A widely cited negotiation tip in publishing agreements is to clarify pre-recoupment vs post-recoupment revenue splits and to define what revenue portion is applied to recoupment (to avoid publisher-friendly accounting structures).
4.3. Audit rights are not optional
If the publisher collects revenue and reports to the studio, the studio needs:
- periodic reporting obligations (monthly/quarterly)
- accounting standards
- audit rights (who pays, thresholds, lookback period, correction mechanisms)
Without audit rights, you will fight blind.
5) Milestones, acceptance, and “creative control”: the real operational battlefield
Most publishing disputes are not about money first—they are about control.
5.1. Milestones must be objective
Milestones should define:
- deliverables (build type, content list, performance targets)
- delivery dates and buffers
- acceptance testing window
- “deemed acceptance” rules (silence cannot mean endless rejection)
5.2. Approval rights: give structure, not absolute discretion
Publishers often demand approval over:
- major design changes
- monetization
- marketing materials
- platform release timing
Studios should negotiate:
- approval limited to objective quality/compliance criteria
- rejection must be reasoned and documented
- cure plan and timeline
5.3. Live ops and post-launch: who controls the game after release?
For live-service games, contracts must address:
- content updates and cadence
- moderation policy responsibilities
- incident response (security breaches, cheating outbreaks)
- end-of-life and server shutdown decisions
6) IP ownership and licensing: draft it as a “rights architecture”
6.1. The studio’s ideal position
- Studio retains ownership of the base game IP
- Publisher gets an exclusive (or semi-exclusive) license to publish for a defined term/territory
- Rights revert when the term ends or the publisher fails exploitation benchmarks
6.2. Publisher’s reasonable protections
- license broad enough to distribute, market, and localize
- rights to create marketing assets and trailers
- rights to manage storefront pages, pricing, discounts (within agreed parameters)
6.3. Derivatives: ports, remasters, sequels, spin-offs
This is where big money sits. A fair structure often looks like:
- ports are included only if publisher funds them
- remasters/sequels are separate negotiations or options with defined triggers
- DLC is either included or expressly excluded (no ambiguity)
7) Warranties and indemnities: do not promise what you cannot prove
Publishing agreements will require the studio to warrant:
- no infringement of third-party IP
- all licenses are properly obtained
- no unlawful content (hate speech, illegal gambling mechanics, etc.)
- compliance with privacy and consumer rules where applicable
The publisher will warrant:
- it has authority to sign
- it will handle distribution and payments correctly
- marketing will comply with laws and platform policies
Limitation of liability and caps
Indemnities without caps can kill studios. A balanced approach often includes:
- liability caps tied to fees paid/earned
- carveouts for fraud, deliberate misconduct, and IP infringement (often limited but not removed)
- insurance obligations only where commercially realistic
8) Data protection (KVKK) and security: allocate responsibility clearly
Even if your publishing agreement is B2B, your game is B2C at runtime. Players’ personal data will be processed.
The Kişisel Verileri Koruma Kurumu sets out the information obligation (identity of data controller, purposes, transfers, method/legal basis, and rights) that must be provided to data subjects.
The authority also highlights data security obligations under the law: preventing unlawful processing and access, and ensuring preservation of personal data.
8.1. Controller vs processor: decide it in the contract
Common patterns:
- Studio is data controller for in-game accounts and gameplay data
- Publisher is controller for marketing lists and campaign tracking
- One party is processor for the other under a data processing agreement (DPA)
Your publishing agreement (or annex) should include:
- security standards (technical/organizational measures)
- breach notification workflows
- subcontractor controls
- cross-border transfer logic (where applicable)
If you don’t allocate this, you will allocate it later—in a crisis.
9) Consumer law and digital sales: know the downstream rules
Many studios/publishers monetize through:
- direct digital sales
- in-app purchases
- subscriptions
- DLC and virtual currency
Turkey’s Ministry of Trade provides an English text of the Law on Consumer Protection and confirms a 14-day withdrawal right for distance contracts as a general rule.
Why this belongs in a publisher agreement: because consumer compliance affects refunds, chargebacks, store disputes, and brand risk. Your contract should address:
- who bears refund costs
- how chargebacks are allocated
- how customer support is handled
- how compliance updates are implemented
Distance sales rules have been subject to amendments over time (including regulatory changes referenced in legal updates).
So you should draft with flexibility: a compliance change mechanism is essential.
10) Termination and reversion: define a clean exit before trust breaks
A professional publishing agreement contains two separate exit systems:
10.1. Termination for cause
- material breach + cure period
- missed milestones (with objective criteria)
- insolvency
- serious integrity violations (fraud, bribery, IP theft)
10.2. Termination for convenience (rare but negotiable)
Publishers sometimes demand convenience termination; studios should demand:
- payment of outstanding milestones
- return of rights
- clear handling of storefronts and customer support
10.3. Reversion and “sell-off”
When a deal ends, you must define:
- who owns the Steam/console store page
- whether there’s a sell-off period (e.g., 3–6 months)
- whether the publisher must transfer accounts, builds, and marketing materials
- whether the publisher must stop using trademarks and assets
No reversion clause = you may “own” the IP in theory but lose your ability to exploit it in practice.
11) Disputes: choose governing law, forum, and interim remedies with realism
Most Turkey-connected publishing agreements will choose:
- Turkish law (especially where studio is Turkish)
- arbitration or courts (depending on leverage)
If you choose arbitration, you should also define:
- emergency relief / interim measures for IP and data breaches
- evidence preservation (builds, logs, repo snapshots)
If you choose courts, consider:
- jurisdiction clause alignment with enforcement strategy
- whether you need injunction-ready language for IP misuse
12) Negotiation red flags (the clauses that quietly destroy studios)
If you are a studio, treat these as “stop signs” unless heavily revised:
- Perpetual worldwide assignment disguised as a license
- Uncapped marketing recoupment with no audit and no budget approval
- Publisher discretion to reject milestones without objective criteria
- Cross-collateralization (publisher recoups across multiple games)
- Non-compete that blocks future titles in broad genres
- No reversion if publisher stops exploiting the game
- No reporting/audit or “audit at publisher’s sole discretion”
If you are a publisher, your red flags are different:
- unclear chain of title
- heavy open-source risks with no disclosure
- missing music/voice licenses
- a studio refusing reasonable security and compliance commitments
13) Practical checklists (what your agreement should include)
Studio-side essentials
- Rights schedule: what is licensed, where, for how long
- Revenue definition + deductions + recoupment rules
- Milestones + acceptance + deemed acceptance
- Marketing commitments (or at least budget governance)
- Audit rights and reporting cadence
- Termination + reversion + sell-off plan
- IP enforcement responsibilities (DMCA-type notices, takedowns, piracy strategy)
- Data protection annex (roles, security, breach handling)
Publisher-side essentials
- clear delivery obligations
- warranties + indemnities with practical caps
- launch readiness criteria
- platform compliance responsibility mapping
- content rating / age gating (where relevant)
- customer support responsibilities
FAQs
Can a publisher “own” my game if they fund it?
They can—if you sign an assignment or an overly broad perpetual license. Funding alone does not automatically transfer ownership; ownership transfer must be structured in the contract and supported by a clean rights chain under copyright principles.
What is the single most important money clause?
The definition of Net Receipts and recoupment. Most disputes arise from what the publisher can deduct and how quickly the studio sees revenue.
Do we really need KVKK language in a publisher agreement?
If the game processes player data (accounts, analytics, payments, moderation logs), then yes—because the law expects information obligations and data security responsibilities, and the contract must allocate who does what.
Why include consumer law in a publisher agreement?
Refunds and distance sales rights affect your chargeback exposure and storefront disputes. The general 14-day withdrawal concept is recognized in the consumer protection framework.
Conclusion: a publishing agreement is not paperwork—it is your game’s legal operating system
A well-drafted publishing agreement turns the studio–publisher relationship into a predictable machine: funding → milestones → launch → revenue → updates. A poorly drafted one turns it into a slow dispute where each party weaponizes ambiguity.
If you are negotiating a publishing deal connected to Turkey, the winning approach is consistent:
- secure chain of title,
- define money precisely,
- structure milestones objectively,
- build a real exit plan,
- and allocate compliance responsibilities clearly—especially data protection and downstream consumer exposure.
Consultation
If you are a game studio or publisher preparing a publishing, co-publishing, distribution, or IP licensing agreement in Turkey, you can seek contract review and negotiation support to protect IP ownership, revenue mechanics, and compliance risks.
This article is for general information and does not constitute legal advice.
Yanıt yok