Introduction
Startups and growing businesses in Turkey frequently work with freelancers, software developers, creative agencies, marketing consultants, UI/UX designers, branding teams, photographers, content creators, industrial designers and product developers. This is commercially practical. A young company may not have the budget or internal team to hire everyone as employees. Outsourcing allows speed, flexibility and access to specialized talent.
However, outsourcing also creates one of the most dangerous legal questions in startup practice: who owns the intellectual property created by the freelancer, agency or developer?
Many founders assume that if the company paid for the work, the company automatically owns all rights. This assumption is risky. In Turkey, payment of an invoice does not always mean full transfer of intellectual property rights. Depending on the type of work, the creator may remain the author, the agency may retain certain rights, the company may have only a limited license, or ownership may be unclear unless a written agreement properly transfers the relevant rights.
This problem becomes especially serious during investor due diligence, product launches, software commercialization, brand disputes, M&A transactions, franchise expansion and litigation. If the startup cannot prove that it owns its logo, website, mobile application, source code, packaging design, product photos, advertising videos, database, design files or technical drawings, investors may delay funding or demand corrective documents before closing.
The legal framework in Turkey is multi-layered. Copyright and software-related works are mainly governed by Law No. 5846 on Intellectual and Artistic Works, which protects moral and economic rights in intellectual and artistic works and expressly includes computer programs and preparatory designs leading to software protection. Industrial property rights such as trademarks, patents, utility models and designs are governed by Industrial Property Code No. 6769, which WIPO identifies as Turkey’s main statute for patents, utility models, trademarks, geographical indications and industrial designs.
This article explains who owns IP created by freelancers, agencies and developers in Turkey, what mistakes startups commonly make, how contracts should be drafted, and what practical steps businesses should take to secure their intellectual property before disputes arise.
1. The Basic Rule: Paying for Work Is Not Always the Same as Owning IP
The most common misunderstanding is simple: “We paid the freelancer, so the IP is ours.” In commercial practice, that belief may feel logical, but legally it may not be enough.
When a freelancer creates a logo, writes software code, designs a website, produces marketing content, prepares product photographs or develops packaging artwork, several legal questions must be answered:
- Is the output protected by copyright, design law, trademark law, patent law or trade secret principles?
- Who is the creator or author?
- Was there a written contract?
- Did the contract transfer ownership or only allow use?
- Were the economic rights individually specified?
- Was the work created before or after company incorporation?
- Was the contractor an individual freelancer, agency, employee or subcontractor?
- Did the agency use third-party assets, stock materials, fonts, templates or open-source code?
- Does the startup have the right to modify, reproduce, distribute, sell, license, sublicense and commercialize the work?
In Turkey, ownership must be analyzed separately for each IP category. A logo, source code, product design, invention, domain name and trade secret are not treated identically. A startup should not rely on a general invoice, WhatsApp message or verbal promise. It should obtain a written agreement that clearly defines the deliverables and transfers or licenses the necessary rights.
2. Copyright Ownership: The Author Is Usually the Creator
Many freelancer and agency deliverables fall under copyright law. This includes software code, website text, graphic design, photographs, videos, music, animations, illustrations, training materials, pitch decks, manuals, interface visuals and certain databases.
Under Law No. 5846, an “author” is the person who creates the work, and a protected work is an intellectual or artistic product bearing the characteristic of its author and falling within legally recognized categories. This is important because, in principle, the natural person who creates the work is the author. A company may acquire economic rights or exercise rights under certain conditions, but the starting point is not automatically “the paying client owns everything.”
For example:
- A freelance designer who creates a logo may be the author of the graphic work.
- A photographer who takes product photos may be the author of the photographs.
- A developer who writes original code may be the author of the software code.
- A copywriter who writes website text may be the author of the written content.
- A video production team may create multiple protected elements within one campaign.
If the startup wants broad commercial control, it must secure the relevant economic rights in writing. Otherwise, it may only have an implied or limited right to use the work for the specific purpose for which it was commissioned.
This distinction becomes critical when the company later wants to modify the work, use it internationally, license it to customers, sell the business, repackage it, create derivative versions, or prevent the freelancer from reusing similar materials.
3. Written Transfer of Economic Rights Under Turkish Copyright Law
Turkish copyright law is strict about transfers of economic rights. Article 52 of Law No. 5846 provides that contracts and disposals concerning economic rights must be in writing and that the rights forming the subject matter must be specified individually.
This rule is one of the most important points for startups. A vague clause such as “all rights belong to the client” may be better than nothing, but in a serious dispute it may still create interpretation problems if the specific rights are not clearly listed. A strong contract should identify the relevant economic rights, such as reproduction, distribution, adaptation, communication to the public, publication, processing, modification, commercialization, sublicensing and use in digital platforms.
For software, the agreement should also address:
- Source code ownership
- Object code use
- Repository access
- Right to modify and develop further versions
- Right to integrate with third-party systems
- Right to license to customers
- Right to use in SaaS, mobile app or enterprise deployments
- Right to transfer the software in an investment, merger or acquisition
- Delivery of documentation and technical materials
For creative agency work, the contract should address:
- Logo files
- Brand guidelines
- Editable source files
- Campaign visuals
- Photography and video rights
- Social media use
- Website and e-commerce use
- International use
- Duration and territory
- Modification rights
- Use in investor materials, pitch decks and advertisements
A proper written IP assignment is not a formality. It is the document that turns paid work into a legally usable company asset.
4. Moral Rights Cannot Be Ignored
In Turkish copyright law, authors have moral rights as well as economic rights. Moral rights include issues such as being identified as the author, deciding whether the work will be disclosed, and objecting to certain modifications that harm the nature of the work or the author’s reputation. Law No. 5846 protects both moral and economic interests of authors.
In commercial contracts, startups usually focus on economic rights because those are the rights needed for commercialization. However, moral rights can still matter. For example, if a startup heavily modifies a creative work, removes attribution, changes a video, adapts a design or uses the work in a context the creator objects to, a dispute may arise.
Because moral rights are treated differently from economic rights, contracts should include consent and waiver-style provisions to the extent legally permissible. The agreement should state that the freelancer or agency consents to reasonable modifications, adaptations, use without attribution where commercially necessary, and integration into the company’s products or brand materials.
The goal is not to eliminate all author protections, but to reduce future conflict by obtaining clear consent for ordinary business use.
5. Software Developers: Who Owns the Code?
Software development is one of the most common and risky outsourcing areas. A startup may hire a freelance developer to build an MVP, an agency to develop a mobile app, a software house to create a SaaS platform, or individual developers to write specific modules.
Law No. 5846 expressly recognizes computer programs and preparatory designs leading to computer programs as protected works. It also states that ideas and principles underlying elements of a computer program, including interfaces, are not themselves deemed works.
This distinction is essential. Copyright may protect the specific code, architecture documents, interface artwork and written materials, but it does not protect the abstract idea of an app or platform. Therefore, a startup must secure rights in the actual code and deliverables.
A software development agreement in Turkey should clearly regulate:
- Whether the company owns the source code
- Whether the developer retains reusable libraries
- Whether third-party or open-source components are included
- Whether the company receives exclusive rights
- Whether the developer may reuse similar code for competitors
- Whether source code, documentation and credentials must be delivered
- Whether the developer must support future transfer, audit or investor due diligence
- Whether the company can sublicense the software to users or customers
- Whether the company can modify, update and commercialize the software without further permission
A frequent dispute arises when an agency says: “The client paid only for use of the software, not ownership of the source code.” Another common dispute occurs when a developer uses pre-existing code modules and refuses to transfer full rights. These issues should be negotiated before development begins, not after the product becomes valuable.
6. Agencies and Subcontractors: Hidden Ownership Problems
When a startup hires an agency, it may assume the agency creates everything internally. In reality, agencies often use freelancers, subcontractors, photographers, illustrators, copywriters, developers, animators, voice actors, editors, stock platforms, template libraries and third-party tools.
This creates a chain-of-title problem. The agency cannot transfer rights it does not own or control. If the agency failed to secure rights from its own subcontractors, the startup may later face claims from people it never directly contracted with.
For this reason, agency agreements should include strong warranties stating that:
- The agency owns or has obtained all rights necessary to transfer or license the deliverables.
- The deliverables do not infringe third-party rights.
- Any subcontractor work is covered by written IP assignment or license agreements.
- Stock materials, fonts, music, images and templates are properly licensed.
- The agency will indemnify the client against third-party IP claims.
- The agency will provide evidence of licenses and assignments upon request.
- The agency will not reuse confidential startup materials for other clients.
Without these clauses, the startup may discover during investor due diligence that its brand video includes unlicensed music, its website uses fonts without a commercial license, its mobile app uses code copied from another project, or its logo was created by an unpaid subcontractor.
7. Logo and Brand Design: Trademark Filing Does Not Solve Everything
A logo is both a brand asset and often a copyright-protected graphic work. A startup may register the logo as a trademark before TÜRKPATENT, but trademark registration does not automatically cure copyright ownership problems with the designer.
TÜRKPATENT confirms that trademark protection in Turkey is granted under Industrial Property Code No. 6769 and that trademark applications may be filed directly before the Turkish Patent and Trademark Office or through the Madrid System.
However, if a freelance designer created the logo and no written IP transfer exists, the designer may later claim that the company had only limited permission to use the logo. This can create problems when the company files a trademark application, expands internationally, changes the logo, licenses the brand, franchises the business or sells the company.
A proper logo design contract should state that:
- All economic rights in the final logo are transferred to the company.
- The company may register the logo as a trademark in Turkey and abroad.
- The company may modify, simplify, animate or adapt the logo.
- The company may use the logo on products, packaging, websites, apps, social media, advertisements and investor materials.
- The designer waives objections to ordinary commercial use to the extent legally possible.
- The designer confirms that the logo is original and does not infringe third-party rights.
- Editable files and source files will be delivered.
A startup should not file a logo trademark before confirming that it has rights from the creator.
8. Industrial Design and Product Appearance
Some outsourced work relates not to copyright but to product appearance. This may include packaging, device shape, fashion products, furniture, accessories, industrial product design, consumer electronics casings, cosmetic containers, textile patterns or UI icon sets.
Industrial designs are regulated under Industrial Property Code No. 6769, which covers industrial designs together with trademarks, patents and utility models. If a product’s appearance is commercially important, the startup should consider design registration and ensure that the designer or agency has assigned the relevant rights.
The key mistake is assuming that because the startup paid for a product design, it automatically owns the right to file the design application. If the designer created the design as an independent contractor, the contract should expressly state that the company may apply for design registration, use the design commercially, manufacture products, authorize third-party manufacturers and enforce rights against infringers.
For product-based startups, the agreement should also require delivery of:
- CAD files
- 3D models
- Technical drawings
- Product renderings
- Packaging files
- Prototype documentation
- Manufacturing specifications
- Design iteration history
If these files remain with the designer or agency, the company may become dependent on the contractor and vulnerable in disputes.
9. Patents, Utility Models and Developer-Created Inventions
Some freelancers, engineers or developers may contribute to technical inventions. In such cases, copyright assignment is not enough. Patent and utility model rights must be considered separately.
Industrial Property Code No. 6769 governs patents and utility models in Turkey. The law provides that the right to request a patent belongs to the inventor or successors, and that this right may be transferred; where an invention is made jointly, the right belongs to all inventors unless the parties agree otherwise.
This means that if an external engineer, developer or technical consultant contributes to a patentable invention, the startup must secure written rights to apply for and own the patent. Otherwise, the contractor may claim inventorship or ownership rights.
A technical development agreement should regulate:
- Who owns inventions created during the project
- Whether the contractor must disclose inventions
- Whether the company has the right to file patents or utility models
- Whether the contractor must sign further assignment documents
- Whether the contractor receives additional compensation
- Whether the invention will be kept as a trade secret instead of being patented
- Confidentiality before filing
- Restrictions on publishing or disclosing technical information
This is especially important because public disclosure before filing can damage patent strategy. Developers and engineers should not publish technical details, demo videos, GitHub repositories or conference materials without company approval.
10. Employees vs. Freelancers: Different Legal Analysis
Startups sometimes confuse employees and freelancers. The difference matters.
Under Law No. 5846, the authority to exercise economic rights in works created by employees, workers or civil servants during the execution of their duties is generally exercised by the persons who employ or appoint them, unless a special contract or the nature of the work indicates otherwise.
This rule does not automatically apply in the same way to independent freelancers and agencies. A freelancer is not usually an employee. Therefore, the company should not assume that employee-related principles protect it in a freelancer relationship.
For employees, the company should still use employment agreements with IP, confidentiality, invention disclosure and access control clauses. For freelancers and agencies, the company should use service agreements with clear assignment or license provisions.
The safest approach is simple: regardless of whether the contributor is an employee, freelancer or agency, the company should have written IP terms before work begins.
11. Open-Source Software and Third-Party Code
Software developers often use open-source libraries, frameworks, snippets, SDKs, APIs and third-party tools. Open-source software is not automatically a problem. Many successful companies rely on it. The problem is unmanaged use.
A startup should know:
- Which open-source components are used
- Which licenses apply
- Whether attribution is required
- Whether source code disclosure obligations exist
- Whether commercial use is allowed
- Whether modifications must be shared
- Whether the license is compatible with SaaS use
- Whether security vulnerabilities exist
- Whether the developer copied code from unauthorized sources
Developer agreements should require disclosure of all third-party code and prohibit use of code that would force the startup to disclose proprietary source code or restrict commercial licensing unless approved in writing.
During investor due diligence, open-source compliance is often reviewed closely. If the startup cannot produce a software bill of materials or explain its license obligations, investors may treat it as a legal and technical risk.
12. Stock Images, Fonts, Music and Templates
Creative agencies frequently use stock images, fonts, music, video templates, icons and design elements. These materials are usually governed by licenses. The startup must understand whether those licenses allow the intended use.
For example:
- A font may be licensed for desktop design but not web embedding.
- A stock photo may be licensed for social media but not product packaging.
- A music track may be licensed for online advertising but not television.
- A template may prohibit resale or sublicensing.
- An icon pack may require attribution.
- AI-generated or platform-generated assets may have specific terms.
The agency contract should require the agency to disclose all third-party materials and provide license documentation. Otherwise, the startup may face takedown notices, infringement claims or campaign interruption after launch.
13. AI-Generated Deliverables: New Risk Area
Startups increasingly ask freelancers and agencies to create logos, text, images, code, video content and marketing materials with AI tools. This creates additional IP uncertainty.
A contract should address:
- Whether AI tools may be used
- Which tools may be used
- Whether prompts and outputs must be disclosed
- Whether confidential information may be entered into AI systems
- Whether the output may infringe third-party rights
- Whether the freelancer warrants originality
- Whether human review and editing are required
- Whether source files and process records will be delivered
AI-generated work may be commercially useful, but it can complicate authorship, originality, confidentiality and infringement analysis. Startups should not allow contractors to upload confidential source code, product roadmaps, customer data or unreleased brand materials into external AI platforms without legal review.
14. Trade Secrets and Confidential Know-How
Not all valuable work is registered or copyrighted. A freelancer may gain access to confidential business information, such as:
- Customer lists
- Pricing models
- Investor decks
- Technical architecture
- Algorithms
- Product roadmaps
- Marketing strategy
- Supplier information
- Manufacturing costs
- Sales scripts
- User analytics
- Financial projections
- Internal processes
The Turkish Commercial Code includes unfair competition provisions, and WIPO identifies it as covering unfair competition practices and undisclosed information.
However, trade secret protection depends on actual confidentiality measures. If the startup freely shares sensitive documents without NDAs, access restrictions or confidentiality markings, it becomes harder to argue that the information was treated as secret.
Every freelancer, agency and developer agreement should include confidentiality obligations, limited-use clauses, return or deletion duties, restrictions on disclosure and post-termination obligations.
15. Domain Names and Account Ownership
Sometimes the key asset is not a classic IP right but a digital account. A developer may register the domain, a marketing agency may control social media accounts, or an app developer may create the Apple Developer or Google Play account. If the relationship ends badly, the startup may lose access to critical infrastructure.
Contracts should state that the company owns and controls:
- Domain names
- Hosting accounts
- Cloud accounts
- App store accounts
- Social media handles
- Advertising accounts
- Analytics accounts
- Email systems
- Git repositories
- Design platform accounts
- Marketplace accounts
The agreement should require immediate transfer of credentials and administrative control upon request or termination. No startup should allow a contractor to be the sole administrator of critical digital assets.
16. What Should an IP Assignment Clause Include?
A strong IP assignment clause for Turkish startup contracts should include:
- Clear identification of deliverables
- Transfer of economic rights to the company
- Separate listing of relevant economic rights
- Right to reproduce, distribute, adapt, modify, publish and communicate to the public
- Right to use in Turkey and worldwide
- Right to use for the full legal protection period
- Right to sublicense and transfer
- Right to register trademarks, designs, patents or other rights where applicable
- Delivery of source files and editable materials
- Waiver or consent regarding moral-right-related objections to the extent legally possible
- Warranty of originality and non-infringement
- Disclosure of third-party materials
- Open-source compliance obligations
- Confidentiality and non-use obligations
- Post-termination cooperation
- Indemnity for third-party claims
Because Article 52 of Law No. 5846 requires written form and individual specification of economic rights, contracts should avoid vague and generic wording.
17. What If There Is No Written Contract?
If there is no written contract, the situation becomes fact-specific and risky. The company may argue that it has an implied right to use the deliverables because it paid for them and the contractor delivered them for a commercial purpose. But the scope of that right may be disputed.
Questions may include:
- What was the agreed purpose?
- What was written in emails, invoices or messages?
- Did the contractor know the startup would commercialize the work?
- Were source files delivered?
- Did the contractor object to use?
- Was the work custom-made or template-based?
- Was the fee consistent with full ownership or limited use?
- Did the startup modify the work?
- Did the contractor reuse it elsewhere?
- Was the work registered as a trademark, design or copyright-related record?
Without a written assignment, the startup’s position is weaker. Before a funding round or major launch, it should obtain retrospective IP assignment documents from freelancers, agencies and developers.
18. Investor Due Diligence: Why This Matters
Investors reviewing a Turkish startup will often ask for proof of IP ownership. They may request:
- Developer agreements
- Agency agreements
- Freelancer contracts
- IP assignment documents
- Trademark filings
- Design registrations
- Patent assignments
- Source code repository history
- Open-source software list
- Domain ownership records
- Copyright ownership evidence
- License agreements for third-party materials
- NDAs and confidentiality policies
If the startup cannot prove that it owns its main product, investors may delay closing, demand corrective assignments, reduce valuation or require founder indemnities.
For software startups, missing developer assignments are among the most serious red flags. For consumer brands, missing logo and packaging rights are critical. For product startups, missing industrial design and engineering assignments can become a major problem.
19. Common Disputes With Freelancers, Agencies and Developers
Typical IP disputes in Turkey include:
The Developer Refuses to Deliver Source Code
The company paid for software, but the developer says the contract only covered use of the application, not source code ownership. This can block maintenance, scaling and investor due diligence.
The Agency Reuses the Startup’s Design
A branding agency creates similar packaging or campaign visuals for a competitor. The startup must examine whether the contract prohibited reuse and whether the materials were original, confidential or assigned.
The Freelancer Claims Copyright in the Logo
The startup registers and uses the logo, but the designer later claims that no full transfer was made. This may affect trademark enforcement and brand expansion.
The Contractor Uses Open-Source Code Improperly
The software includes components with license obligations that the startup did not know about. This may create compliance and commercialization risk.
The Product Designer Claims Ownership of Industrial Design
The company manufactures a product based on a design created by an external designer, but no assignment exists. The designer may challenge registration or demand additional payment.
The Agency Controls Social Media and Domains
After termination, the agency refuses to transfer account access, delaying campaigns and harming the brand.
These disputes are avoidable with proper contracts and documentation.
20. Practical Checklist for Startups in Turkey
Before hiring a freelancer, agency or developer, a startup should:
- Define the deliverables clearly.
- Sign a written agreement before work begins.
- Include detailed IP assignment or license clauses.
- Specify economic rights individually.
- Require delivery of source files and editable files.
- Identify whether pre-existing materials will be used.
- Require disclosure of open-source and third-party assets.
- Prohibit unauthorized reuse of confidential materials.
- Confirm that the company may register trademarks, designs or patents.
- Add confidentiality and data protection clauses.
- Require subcontractor rights to be cleared.
- Ensure domains and accounts are registered under company control.
- Keep invoices, emails and delivery records.
- Obtain retrospective assignments if old projects lacked contracts.
- Review IP ownership before investor due diligence.
This checklist should be implemented at the beginning of the commercial relationship, not after a dispute arises.
FAQ: Freelancers, Agencies and Developers IP Ownership in Turkey
Does a startup automatically own work created by a freelancer in Turkey?
Not necessarily. Payment alone may not be enough. The startup should obtain a written agreement transferring or licensing the relevant IP rights.
Who owns software written by an external developer?
The developer may remain the author of the code unless economic rights are properly assigned or licensed to the company. A software development agreement should clearly transfer source code and commercialization rights.
Is an invoice enough to prove IP ownership?
Usually, an invoice is not enough for full IP transfer. Turkish copyright law requires written contracts and individual specification of economic rights for transfers concerning economic rights.
Can an agency transfer rights created by its subcontractors?
Only if the agency has obtained those rights. The client should require warranties, subcontractor assignment documents and indemnity clauses.
Does trademark registration solve logo ownership problems?
No. A logo may also be a copyright-protected graphic work. The company should obtain rights from the designer before or alongside trademark filing.
What should startups do if old contractor agreements are missing?
They should collect evidence, identify all deliverables, and obtain retrospective IP assignment or confirmation agreements from freelancers, agencies and developers before funding, licensing or sale.
Conclusion
Freelancers, agencies and developers play a major role in building startups and digital businesses in Turkey. They create logos, software, websites, applications, product designs, campaigns, content, photographs, videos, packaging and technical materials. But unless intellectual property ownership is properly documented, the company may not fully own the assets it depends on.
The central legal lesson is clear: paying for work is not the same as securing IP ownership. Turkish copyright law requires written and specific arrangements for economic rights, industrial property law requires proper ownership and registration strategy, and trade secret protection requires confidentiality measures in practice.
For startups, the safest strategy is to use written contracts from the beginning, specify all deliverables, assign or license economic rights clearly, control source files and digital accounts, manage third-party materials, and obtain warranties from agencies and developers. A clean IP ownership structure protects the company not only against disputes, but also during investment, growth, licensing and exit.
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