Employee No-Poach Clauses in Turkish Franchise Networks

on July 21, 2026

Introduction

Franchise systems depend heavily on trained and experienced employees.

Restaurants, retail stores, hotels, fitness centres, education businesses and service franchises frequently invest considerable resources in recruiting and training personnel according to common operating standards.

Employees working within a franchise network may acquire knowledge concerning:

Brand standards;
Customer-service procedures;
Product preparation;
Operations software;
Sales techniques;
Health and safety;
Confidential recipes;
Supplier systems;
Quality-control procedures.

Because employees already familiar with the franchise system can begin working at another outlet with limited additional training, franchisees may compete with one another to recruit experienced personnel from within the same network.

A franchise agreement may attempt to control this competition through a no-poach, no-hire or employee non-solicitation clause.

Such a clause may prohibit a franchisee from:

Offering employment to another outlet’s employees;
Hiring a current or former employee of another franchisee;
Recruiting employees of the franchisor;
Accepting an application without the current employer’s permission;
Hiring an employee before a waiting period expires;
Employing a person unless the franchisor gives written consent.

These restrictions may appear commercially reasonable to franchise businesses that finance employee training and want to reduce staff turnover.

However, Turkish competition law now treats labour markets as an independent and significant area of enforcement.

The Turkish Competition Authority’s Guidelines on Competition Infringements in Labour Markets state that undertakings compete not only in product and service markets but also to retain and recruit employees. Agreements restricting employee mobility or coordinating wages may therefore infringe Article 4 of Competition Law No. 4054. The Authority treats no-poach agreements that constitute restrictions by object as cartels comparable to supplier or customer-allocation agreements.

This approach is particularly important for franchise networks.

Although franchisees operate under the same brand, they are generally separate businesses employing their own personnel, paying their own wages and bearing their own commercial risks. They may therefore compete with one another in the labour market even where their retail territories or customer markets differ.

A no-poach clause cannot be assumed lawful merely because it appears in a franchise agreement drafted by the franchisor.

Its legal status depends on:

The employers covered;
The employees covered;
The clause’s duration;
Whether it prohibits solicitation or all hiring;
Whether employee consent is relevant;
The geographic scope;
The commercial purpose;
Whether a less restrictive method could protect the same interest;
Whether the clause qualifies as an ancillary restraint.

This guide explains employee no-poach clauses in Turkish franchise networks, including their competition-law treatment, the distinction from employee non-compete obligations, the ancillary restraint defence, wage-information exchanges, sanctions and safer contractual alternatives.

What Is a No-Poach Agreement?

A no-poach agreement is an arrangement under which one employer agrees not to make job offers to, recruit or employ another employer’s personnel.

The Turkish Competition Authority’s Labour Markets Guidelines define such restrictions broadly.

A no-poach arrangement may exist where employers agree directly or indirectly:

Not to offer jobs to one another’s employees;
Not to hire one another’s employees;
To require approval before hiring;
To require the employee to obtain permission from the existing employer;
To restrict the recruitment of former employees;
To impose a waiting period before another employer may hire the employee.

The Authority expressly states that an arrangement may qualify as a no-poach agreement even where hiring is not prohibited absolutely but is made subject to approval by the other employer or by the employee’s current employer.

The substance of the arrangement is more important than its title.

A clause may constitute a no-poach restriction even if it is described as:

Employee protection;
Staff-transfer procedure;
Network stability rule;
Training-cost protection;
Ethical recruitment policy;
Personnel approval mechanism;
Non-interference obligation.

The principal question is whether the arrangement restricts employers’ independent recruitment decisions or employees’ ability to move to another job.

No-Solicitation and No-Hire Clauses

A distinction is sometimes made between no-solicitation and no-hire provisions.

No-Solicitation Clause

A no-solicitation provision prohibits active recruitment.

For example, one franchisee may be prohibited from contacting another franchisee’s store manager and offering a position.

The employee may theoretically remain free to apply independently.

No-Hire Clause

A no-hire clause prevents employment even where:

The employee applies voluntarily;
The employee has already resigned;
The employee responds to a public advertisement;
No active solicitation occurred.

A no-hire obligation is generally more restrictive because it removes an employment opportunity regardless of how the contact began.

However, this distinction does not mean that every non-solicitation clause is lawful.

A prohibition on active solicitation may still restrict labour-market competition, particularly where it applies broadly to all employees, continues for a long period or is supported by penalties and information-sharing systems.

The competition analysis must examine the actual effect of the clause rather than relying only on the words “solicitation” or “hiring.”

Direct and Indirect No-Poach Arrangements

A no-poach agreement does not have to appear in one signed document.

It may arise through:

E-mail correspondence;
Messaging groups;
Verbal understandings;
Human resources meetings;
Franchisee council decisions;
Franchisor instructions;
Repeated approval practices;
Informal complaints followed by recruitment cancellation;
Shared blacklists.

An indirect arrangement may occur where the franchisor acts as an intermediary.

For example, a franchisee may complain to the franchisor that another franchisee hired its manager. The franchisor may then pressure the new employer to cancel the employment or return the employee.

If the franchisor coordinates or facilitates the restriction, it may itself be examined as a party or facilitator depending on the circumstances.

The Labour Markets Guidelines state that wage-fixing and no-poach arrangements may be concluded directly between employers or through a third party. A third party that facilitates the agreement may be treated as a participant in the infringement.

Why Franchise Networks Are Particularly Exposed

Franchise systems create several conditions that can increase no-poach risk.

First, franchisees operate under common standards and therefore require employees with similar skills.

Second, the franchisor may maintain central databases containing:

Employee names;
Training certificates;
Positions;
Outlet assignments;
Performance information;
Employment history.

Third, franchisees may communicate regularly through:

Training programmes;
Regional meetings;
Messaging groups;
Advisory councils;
Supplier and marketing meetings.

Fourth, an employee trained by one outlet may be particularly valuable to another outlet in the same network.

These features create both legitimate operational benefits and competition risks.

A common brand does not automatically transform separately owned franchisees into one employer.

Where franchisees determine recruitment, wages, working conditions and dismissals independently, they may compete for labour regardless of whether they compete for the same customers.

Product-Market Competition Is Not Required

An important feature of the Turkish approach is that employers do not have to compete in the same product or service market to be considered competitors in the labour market.

The Labour Markets Guidelines state that employers competing for workers may be regarded as labour-market competitors independently of their activities in the output market.

This principle has important consequences for franchise systems.

Two franchisees may operate:

In different districts;
Under different outlet formats;
In non-overlapping customer territories;
At different levels of the distribution chain.

They may still compete for:

Restaurant managers;
Chefs;
Sales personnel;
Fitness trainers;
Software specialists;
Technicians;
Customer-service employees.

The argument that the outlets do not compete for customers will not necessarily protect a no-poach agreement where they compete for the same categories of employees.

Article 4 of Competition Law No. 4054

Article 4 prohibits agreements, concerted practices and decisions by associations of undertakings that have the object or effect of preventing, distorting or restricting competition.

The prohibition applies to the purchasing side of markets as well as the selling side.

Labour is an important input purchased by employers. Wages and employment conditions are therefore treated as purchase prices and purchasing conditions for competition-law purposes.

The Labour Markets Guidelines explain that no-poach agreements artificially divide the supply of labour among employers. For that reason, restrictions by object are assessed in the same general framework as supplier or customer-sharing cartels.

Potentially prohibited conduct includes:

Agreements not to recruit;
Agreements not to hire;
Reciprocal approval requirements;
Allocation of particular employees;
Agreements on employee transfer fees designed to prevent mobility;
Coordinated waiting periods;
Wage or benefit coordination;
Exchange of future employment conditions.

No-Poach Clauses as Restrictions by Object

Where a no-poach agreement has the purpose of restricting employee mobility, the Authority may treat it as a restriction by object.

This means that it may not be necessary to demonstrate actual effects such as:

Reduced employee movement;
Lower wages;
Rejected applications;
Identified employee loss.

The restrictive nature of the agreement itself may be sufficient.

The Guidelines state that no-poach arrangements that constitute restrictions by object are treated as cartels and that the possibility of satisfying the individual exemption conditions is generally low.

This creates substantial risk for broad franchise clauses such as:

The franchisee shall not employ any person currently or formerly employed by the franchisor or any other franchisee without the franchisor’s prior written consent.

Such language may cover:

Every employee;
Every outlet;
Former employees;
Unsolicited applications;
An unlimited period;
Situations unrelated to confidential information.

The broader the clause, the more difficult it becomes to show that it is necessary and proportionate to the franchise relationship.

Horizontal, Vertical and Hub-and-Spoke Features

Franchise relationships are often described as vertical because the franchisor and franchisee operate at different levels of the distribution structure.

Employee restrictions within the network can nevertheless have horizontal effects.

A clause inserted by the franchisor into every franchise agreement may create a common rule under which franchisees do not compete for each other’s employees.

The legal analysis may involve:

A vertical agreement between franchisor and franchisee;
Parallel vertical agreements producing horizontal effects;
A horizontal understanding among franchisees;
A hub-and-spoke structure coordinated through the franchisor.

The classification will depend on:

Whether the franchisor operates corporate outlets;
Whether it competes for the same employees;
Whether franchisees communicated with one another;
Whether the restriction was imposed unilaterally or accepted collectively;
Whether the franchisor monitored compliance;
Whether franchisees complained about employee transfers.

Describing the provision as vertical does not automatically remove Article 4 risk.

The B-Fit Franchise Decision

The Turkish Competition Board has examined an employee restriction in the franchise context.

The B-Fit franchise agreements contained a provision preventing a franchisee from employing persons who worked or had previously worked for B-Fit, another B-Fit franchisee or competing businesses without B-Fit’s prior written approval.

The Board considered that the requirement did not amount to an absolute hiring ban because employment was possible with approval and employee transfers had occurred in practice.

However, the provision was still considered capable of affecting competition in the labour market and therefore fell within Article 4.

The restriction did not receive an individual exemption because its scope could restrict labour-market competition more than necessary and the grounds on which approval would be given were unclear.

The Board required the provision to be limited to the contract period and required the reasons for the written approval mechanism to be specified.

The decision remains highly relevant to franchise drafting.

It demonstrates that:

A consent mechanism can still be a no-poach restriction;
Actual employee transfers do not automatically eliminate legal risk;
Unclear approval discretion is problematic;
Former employees and competitors’ employees require special scrutiny;
Duration must be limited;
The commercial reason for the restriction must be identifiable.

Enforcement in Turkish Labour Markets

Turkish labour-market competition enforcement has developed substantially.

In February 2024, the Competition Board concluded a major investigation concerning labour-market gentlemen’s agreements. It found that eight technology and telecommunications companies had participated in anticompetitive agreements infringing Article 4 and that the arrangements did not qualify for individual exemption. Other investigated companies were not fined because an infringement could not be established against them.

In August 2025, the Board opened an investigation into shipyard-sector undertakings, associations and a consultancy company concerning allegations of sensitive labour-information exchange, wage coordination, no-poach arrangements and facilitation. The Authority expressly noted that wage fixing affects the price of labour and that no-poach arrangements restrict employee mobility. The announcement was an investigation notice, not a final finding of infringement.

These developments show that labour-market agreements are no longer treated as secondary human resources issues.

Franchise networks should review employment restrictions with the same seriousness applied to resale price maintenance and market allocation.

The Ancillary Restraint Doctrine

Not every employment-related restriction connected with a commercial agreement is necessarily prohibited.

A restriction may fall outside Article 4 where it qualifies as an ancillary restraint.

An ancillary restraint is a limitation that is not the principal purpose of the main agreement but is:

Directly related to a legitimate main agreement;
Objectively necessary for implementation or continuation of that agreement;
Proportionate to the legitimate objective.

All three requirements must be satisfied.

If the restriction does not qualify as ancillary, a no-poach or wage-fixing term may be treated as a restriction by object.

The burden of demonstrating the ancillary nature of the restriction rests on the party relying on that classification.

A written and precisely defined clause is more capable of being assessed than an informal or open-ended arrangement.

Direct Relationship With the Main Franchise Agreement

The restriction must be directly connected to a legitimate main agreement.

The parties should be able to identify:

The specific franchise transaction;
The legitimate commercial purpose;
The employees requiring protection;
The risk arising without the restriction.

A general network policy stating that “franchisees shall not hire each other’s employees” may fail this requirement because it is not tied to a specific transaction or necessary franchise function.

A more specific restriction may arise during:

Temporary transfer of employees;
Shared training programme;
Secondment;
Opening-support assignment;
Sale of an outlet;
Joint project;
Exchange of confidential personnel for a limited task.

The mere fact that a restriction appears in a franchise agreement does not make it directly related to the agreement’s legitimate purpose.

Necessity

The restriction must be objectively necessary.

It is not enough for the restriction to be convenient, profitable or administratively easier.

The Guidelines state that where the main agreement can be implemented without the restriction or through a less restrictive method, the necessity requirement will not be satisfied.

The fact that the agreement would become more difficult or less profitable without the restriction is not sufficient.

A franchisor relying on necessity should examine whether its interest can be protected through:

Confidentiality agreements;
Trade-secret controls;
Employee-level non-compete obligations;
Training repayment agreements;
Notice periods;
Non-solicitation limited to named employees;
Restrictions on misuse of candidate information;
Temporary secondment rules.

If these alternatives adequately protect the interest, a network-wide no-hire clause may not be necessary.

Proportionality

The scope of the restriction must not exceed what is required.

The Guidelines identify several circumstances that may prevent a restriction from qualifying as proportionate:

The duration is undefined or excessive;
The restriction covers employees who are not essential to the main agreement;
The employees covered are not identified clearly;
The geographic scope exceeds the area of the main agreement;
The restriction applies to more parties than necessary.

A proportionate clause should therefore be limited by:

Employee category;
Purpose;
Duration;
Geography;
Parties;
Recruitment conduct.

A restriction aimed at protecting a manager temporarily transferred to open a new outlet should not cover every cashier, cleaner and delivery worker in the national network.

Key Employees

A restriction is easier to justify where it concerns specific employees who are essential to a legitimate transaction.

Examples may include:

Senior personnel seconded temporarily by the franchisor;
Employees assigned to transfer confidential know-how;
Management participating in a business transfer;
Specialists working on a joint technology implementation;
Members of a temporary opening-support team.

Even for key employees, the restriction should be limited to the period necessary to protect the relevant transaction.

The parties should identify the employees by:

Name;
Position;
Project;
Objective category.

A clause covering “all employees and former employees of the system” is unlikely to reflect a key-employee analysis.

Duration

A no-poach clause should have a fixed and defensible duration.

Potential periods may be linked to:

A temporary assignment;
A training project;
Completion of a business transfer;
The franchise agreement period;
A short post-project protection period.

There is no universal lawful duration applicable to every franchise restriction.

The appropriate period depends on the interest being protected.

An indefinite restriction is particularly risky.

A clause that continues for several years after the employee has left the previous employer may prevent mobility without protecting any current legitimate interest.

Former Employees

Restrictions covering former employees require special attention.

Once an employee has ended the employment relationship, the former employer’s interest in preventing that person from working elsewhere is generally weaker.

The Labour Markets Guidelines expressly recognise that no-poach agreements may concern current or former employees.

A broad provision preventing a franchisee from hiring anyone who has ever worked for the franchisor or another franchisee could exclude a substantial pool of experienced workers.

Where protection is needed after employment ends, an appropriately drafted employee non-compete or confidentiality obligation may be more suitable than an agreement between employers.

Employee Non-Compete Agreements Are Different

A no-poach clause is an agreement between employers.

An employee non-compete is an agreement between the employer and the employee.

Articles 444 to 447 of the Turkish Code of Obligations regulate post-employment non-compete obligations.

A valid employee non-compete must be in writing and may be used only where the employment gives the worker access to customers, production secrets or information about the employer’s activities and use of that information could cause significant harm.

The restriction cannot endanger the employee’s economic future unfairly and must be limited appropriately by activity, geography and duration. Except in special circumstances, the duration cannot exceed two years.

Courts may reduce excessive restrictions, and the non-compete ends where the employer no longer has a genuine interest or where the employment ends under specified circumstances attributable to the employer.

A valid employee non-compete is not automatically a perfect solution.

It must satisfy strict employment-law conditions.

However, it directly addresses the relationship between the employer and an employee who possesses protectable information, rather than dividing employees among competing employers through a network-wide agreement.

Confidentiality and Trade Secrets

Franchise networks can protect legitimate confidential information without broadly restricting hiring.

Possible measures include:

Confidentiality clauses in employment contracts;
Restricted access to manuals and software;
Role-based permissions;
Exit interviews;
Return of devices and documents;
Password termination;
Trade-secret policies;
Enforcement against unauthorised disclosure.

Hiring an employee from another outlet should not itself be treated as misuse of confidential information.

The new employer should instruct the employee not to bring or disclose:

Customer lists;
Recipes;
Internal reports;
Passwords;
Financial data;
Non-public manuals.

The focus should be on unlawful use or disclosure, not the employee’s decision to change jobs.

Training Cost Repayment

An employer may wish to recover extraordinary training expenses where an employee leaves shortly after receiving specialised training.

A carefully structured training repayment agreement may be less restrictive than a network no-poach rule.

The arrangement should distinguish:

Ordinary onboarding, which principally benefits the employer;
Genuine external or specialised training providing transferable value;
The actual cost;
The repayment period;
Proportional reduction over time.

The amount should not operate as an excessive penalty that makes resignation practically impossible.

The purpose should be reimbursement of a genuine investment rather than suppression of employee mobility.

Transfer Fees Between Franchisees

A franchise network may introduce an employee transfer fee payable by the hiring outlet to the previous employer.

Such a fee requires careful review.

A reasonable reimbursement of a documented and employee-specific investment may be easier to justify than a fixed penalty designed to prevent hiring.

Risk factors include:

Fee greatly exceeding actual training cost;
Application to every employee;
No reduction over time;
Application after voluntary resignation;
Payment to the franchisor rather than the training employer;
Discretionary or discriminatory enforcement.

A transfer fee that makes recruitment commercially impractical may have the same effect as a no-hire prohibition.

Its substance, amount and effect should therefore be assessed under Article 4.

Franchisor Consent Requirements

A clause requiring prior franchisor consent does not necessarily solve the competition problem.

Consent mechanisms may restrict employment where:

Grounds for approval are not defined;
The franchisor may refuse without reason;
Applications are delayed;
Current employers may veto the move;
Consent is conditioned on payment;
Employees are discouraged from applying.

The B-Fit decision demonstrates that a prior written approval mechanism can still fall within Article 4 and may fail the exemption analysis where the approval criteria and scope are unclear.

Where an approval procedure is genuinely required for a limited ancillary purpose, the clause should state:

Objective grounds;
Response period;
Relevant employee category;
Maximum duration;
No restriction on voluntary applications beyond the legitimate purpose.

Wage-Fixing Agreements

No-poach clauses are closely connected with wage-fixing risk.

Employers may agree not to increase wages in order to avoid attracting one another’s employees.

Prohibited coordination may concern:

Salary amounts;
Maximum wages;
Minimum or maximum increases;
Bonuses;
Overtime payments;
Benefits;
Private health insurance;
Annual leave;
Remote working;
Severance packages;
Non-compete compensation.

The Labour Markets Guidelines treat agreements fixing wages and other working conditions as restrictions by object and categorise such arrangements as cartels.

Franchisees must determine their employment conditions independently.

A franchisor may provide general legal guidance concerning minimum statutory standards, but it should not coordinate maximum compensation levels across independently owned outlets.

Salary and Employment Information Exchange

Information exchange may facilitate no-poach or wage-fixing arrangements.

Sensitive information may include:

Current salary;
Planned salary increases;
Bonus budgets;
Staff turnover;
Future recruitment;
Employee benefits;
Vacancy plans;
Hiring difficulties;
Individual employee offers.

The information may be exchanged through:

Franchise meetings;
HR groups;
Surveys;
Consultants;
Recruitment platforms;
Shared software;
The franchisor.

Current, individualised and future-oriented data presents greater risk.

The Labour Markets Guidelines state that non-public, current or future information that allows the source or individual content to be identified may produce anticompetitive effects.

Safer Labour Benchmarking

The Guidelines provide a framework under which an exchange will generally be considered unlikely to restrict competition where all of the following conditions are met:

The exchange is managed by an independent third party;
The source and individual content cannot be identified;
The information is at least three months old;
The data include at least ten participants;
No participant’s data represent more than twenty-five percent of the total.

A franchise network conducting a compensation survey should therefore:

Use an independent adviser;
Prevent outlet-level identification;
Aggregate job categories appropriately;
Exclude current offers;
Avoid future wage plans;
Limit access to the final report.

These conditions should not be treated as permission to design a survey intended to align wages.

The purpose and implementation must remain legitimate.

Central Recruitment Platforms

A franchisor may operate a central recruitment platform for efficiency.

The platform may:

Publish vacancies;
Collect applications;
Verify training certificates;
Refer candidates to outlets;
Maintain compliance records.

The system should not be used to block employee mobility.

Potentially problematic functions include:

Flagging employees as unavailable;
Requiring previous-employer permission;
Automatically rejecting applicants from another outlet;
Notifying the current employer without a lawful basis;
Ranking candidates according to non-hiring commitments.

The recruitment platform should leave the hiring decision with the relevant employer and respect personal data protection requirements.

Employee Consent Does Not Necessarily Cure the Restriction

The fact that an employee knows about a no-poach arrangement does not necessarily make it lawful.

Competition law protects the structure of competition in the labour market, not only the contractual consent of an individual worker.

Similarly, an employee’s consent authorising a current employer to approve future job changes may raise questions concerning:

Genuine voluntariness;
Employment dependency;
Personal data;
Freedom to terminate;
Competition law.

The arrangement should be assessed according to its purpose and market effect rather than relying solely on formal consent.

Corporate-Owned and Franchised Outlets

A franchisor operating corporate-owned outlets may compete directly with franchisees for labour.

A clause preventing franchisees from hiring corporate employees may therefore have a horizontal dimension.

The franchisor should not assume that its status as brand owner places all network employees within one economic unit.

Relevant questions include:

Who employs the worker?
Who determines wages?
Who bears payroll cost?
Who controls recruitment and dismissal?
Who bears commercial risk?
Are the companies under common control?

Corporate outlets controlled by the franchisor may form part of one undertaking with the franchisor.

Independent franchisees usually require a separate analysis.

Multi-Unit Franchisees and Group Companies

Several outlets owned by one company may transfer employees internally without creating an agreement between independent employers.

Where separate subsidiaries are used, the single-economic-unit analysis depends on actual control and independence.

The presence of different legal entities does not always mean that they are independent undertakings for competition-law purposes.

Conversely, use of the same brand or common software does not automatically mean that independent franchisees form one undertaking.

The corporate and operational structure should be examined before any employee mobility policy is adopted.

Franchisee Associations and HR Committees

Franchisee associations and advisory councils should not coordinate recruitment or wages.

High-risk agenda items include:

Salary scales;
Maximum recruitment offers;
Employee blacklists;
Commitments not to recruit;
Common waiting periods;
Joint disciplinary action against hiring outlets.

A franchisee association may provide training on employment legislation or commission a properly aggregated historical salary survey.

It should adopt a competition compliance protocol and stop discussions where current or future employment terms are raised.

Administrative Fines

Undertakings infringing the substantive prohibitions of Competition Law No. 4054 may face administrative fines of up to ten percent of annual gross revenue, calculated under the statutory framework and the applicable penalty regulation.

Managers or employees with decisive influence on the infringement may also face personal administrative fines under the conditions stated in the law.

The exact penalty depends on matters including:

Nature of the infringement;
Duration;
Effects;
Role of the undertaking;
Aggravating and mitigating circumstances;
Cooperation and procedural mechanisms.

Because no-poach and wage-fixing arrangements may be treated as cartels or restrictions by object, the financial exposure can be substantial.

Invalidity and Private Claims

An agreement contrary to Article 4 may also have private-law consequences.

Competition Law No. 4054 regulates the invalidity of prohibited agreements and permits persons suffering loss from an infringement to seek compensation under the statutory conditions.

Where the loss results from an agreement, decision or gross negligence, the court may, upon request and where the conditions are established, award compensation up to three times the calculated damage.

Potential claimants may include:

Employees alleging suppressed wages;
Employees alleging lost job opportunities;
Franchisees harmed by an unlawful network restriction;
Other employers affected by exclusionary conduct.

A claimant must still establish the legal conditions, including:

Infringement;
Loss;
Causal connection;
Standing;
Amount of damage.

An administrative investigation does not automatically calculate individual employee loss.

Contractual Penalties for Hiring Employees

Franchise agreements sometimes impose a penalty where a franchisee hires another outlet’s employee.

The fact that the penalty appears in a commercial contract does not make the underlying restriction lawful.

If the no-poach obligation violates competition law, enforcing a penalty based on that obligation may face invalidity and enforceability objections.

The parties should not focus only on whether the amount of the penalty is excessive.

The first question is whether the underlying employee restriction is lawful.

A lower penalty attached to an unlawful no-poach agreement does not cure the competition problem.

Evidence of a No-Poach Arrangement

Evidence may include:

Franchise agreement clauses;
Operations manuals;
E-mails;
WhatsApp groups;
HR policies;
Recruitment cancellations;
Approval requests;
Employee blacklists;
Meeting minutes;
Complaints from franchisees;
Penalty invoices;
Central software logs.

Statements such as the following create significant risk:

“We do not take employees from each other.”
“Please return this employee to the previous branch.”
“Do not interview anyone working in the network.”
“Head office will not approve the transfer.”
“All franchisees agreed not to increase wages.”
“No branch may offer more than the network salary.”

Competition compliance training should address informal communications, not merely written contract clauses.

Internal Audit and Remediation

A franchisor discovering a potentially problematic clause should conduct a structured review.

The review should identify:

Every franchise and employment document containing the provision;
Current and former employee categories covered;
Whether the clause has been enforced;
Approval requests and refusals;
Penalties or transfer fees;
Communications among franchisees;
Salary and benefit information exchanged;
Central recruitment-system restrictions.

Possible remediation may include:

Suspending enforcement;
Removing or narrowing the clause;
Informing franchisees of the change;
Deleting unlawful approval mechanisms;
Revising HR software;
Introducing competition training;
Obtaining individual legal advice concerning procedural options.

Documents should not be destroyed or altered improperly.

A compliance review should preserve relevant evidence and follow a legally supervised process.

Drafting Safer Franchise Provisions

A franchise agreement should avoid broad language prohibiting all hiring within the network.

Where a limited employee protection is genuinely necessary, the provision should identify:

The legitimate main transaction;
The particular key employees;
The prohibited active conduct;
The duration;
The geographic area;
The parties;
The reason less restrictive alternatives are insufficient.

A compliance-oriented provision may focus on active solicitation of specifically identified personnel assigned temporarily to a project rather than all employees of the system.

For example:

During the period in which an employee is temporarily assigned by one party to provide opening support to the other party, and for a narrowly defined period following that assignment, neither party shall actively solicit that specifically identified employee where the restriction is directly necessary to protect the temporary assignment arrangement.
This provision shall not prohibit the employee from responding independently to a general public vacancy, shall not require approval for employment unrelated to the assignment and shall be interpreted only to the extent permitted by applicable competition and employment law.

This wording is not automatically lawful in every case.

The parties must still establish direct relevance, objective necessity and proportionality.

Recommendations for Franchisors

A franchisor should:

Remove automatic network-wide no-hire clauses;
Review consent and approval mechanisms;
Prohibit wage coordination;
Train franchise development and HR teams;
Review franchisee council agendas;
Audit central recruitment platforms;
Limit salary benchmarking;
Document legitimate ancillary restrictions;
Use confidentiality and employee-level protections where appropriate;
Preserve independent franchisee hiring decisions.

The franchisor should not become the network’s employee-allocation authority.

Recommendations for Franchisees

A franchisee should:

Determine hiring decisions independently;
Avoid promises not to recruit;
Refuse discussions concerning wage ceilings;
Preserve evidence of recruitment restrictions;
Review contractual penalties;
Avoid sharing future salary plans;
Use lawful confidentiality protections;
Obtain legal advice before accepting a transfer-fee system;
Train managers responsible for recruitment.

A store manager’s informal promise to another franchisee can create risk even where the head office did not approve it.

No-Poach Compliance Checklist

Before adopting or enforcing an employee restriction, the franchise network should confirm that:

The employers covered are identified.
Their labour-market relationship is assessed.
The provision does not prohibit all hiring.
Voluntary applications are addressed separately.
Current and former employees are distinguished.
Key employees are defined objectively.
Duration is fixed.
Geographic scope is limited.
The legitimate main agreement is identified.
Direct relevance is documented.
Objective necessity is established.
Less restrictive alternatives have been assessed.
Proportionality is documented.
Franchisor consent is based on objective grounds.
Approval deadlines are stated.
Transfer fees correspond to legitimate documented costs.
Penalties are not used to suppress recruitment.
Employee non-compete agreements comply with Articles 444 to 447.
Confidentiality is protected separately.
Training repayment is proportionate.
Wages are determined independently.
Future salary information is not exchanged.
Benchmarking uses an independent third party.
Data are anonymised and aggregated.
Benchmarking information is sufficiently historical.
At least ten participants are included where relying on the Guidelines’ framework.
No participant represents more than twenty-five percent of the dataset.
Franchisee meetings use competition-law agendas.
Managers receive training.
Central HR software does not block mobility.
Former no-poach practices are reviewed.
Potential violations are remediated under legal supervision.

Conclusion

Employee no-poach clauses in Turkish franchise networks create significant competition-law risk.

Franchisees may operate under the same trademark and follow common operating standards, but they are frequently independent employers competing for labour.

The Competition Authority does not require employers to compete in the same product market before treating them as labour-market competitors.

Agreements preventing job offers or hiring, including arrangements requiring the current employer’s or franchisor’s approval, may qualify as no-poach agreements.

Where they restrict competition by object, they may be treated as cartels comparable to market, supplier or customer-allocation agreements.

The franchise context does not provide automatic immunity.

A restriction may avoid Article 4 only where it qualifies as a genuine ancillary restraint that is directly related, objectively necessary and proportionate to a legitimate main agreement.

This standard is demanding.

The restriction should identify the specific transaction and employees requiring protection. It should have a fixed duration, limited geography and narrow party scope.

A network-wide prohibition covering all current and former employees is unlikely to satisfy that approach merely because employee turnover creates cost or inconvenience.

The B-Fit decision illustrates the risk of franchisor approval requirements.

Even though the clause did not impose an absolute hiring prohibition, the Competition Board considered it capable of affecting the labour market and objected to its broad, unclear scope.

Franchise systems should distinguish employer-to-employer restrictions from employee-level non-compete agreements.

Articles 444 to 447 of the Turkish Code of Obligations permit post-employment non-compete obligations only under strict conditions involving written form, protectable information, significant potential harm and proportionate limits.

Confidentiality, trade-secret protection, narrowly structured training repayment and temporary project-specific provisions may protect legitimate interests more effectively and with less competition risk.

Wage coordination must also be avoided.

Franchisees should not agree on salaries, increases, bonuses, benefits or other employment conditions. Current or future employment data should not be exchanged through franchisee councils, messaging groups or central systems.

Where benchmarking is genuinely required, the process should follow the Labour Markets Guidelines’ safeguards concerning independent administration, anonymisation, historical information, participant numbers and data concentration.

Competition exposure is not limited to administrative fines.

Unlawful clauses may be invalid, and employees or businesses suffering loss may seek private-law remedies under the statutory conditions.

The strongest franchise employment policy is therefore not one that prevents employees from moving.

It is one that protects confidential information, rewards training investments and retains skilled personnel through competitive wages and working conditions while preserving independent recruitment decisions.

Frequently Asked Questions

What is a no-poach clause?

It is an agreement under which one employer agrees not to solicit, offer employment to or hire another employer’s employees.

Does the prohibition include voluntary applications?

A broad no-hire clause may include voluntary applications. Such a restriction is generally more restrictive than a limited prohibition on active solicitation.

Is requiring franchisor approval lawful?

Not automatically. An approval requirement may itself constitute a no-poach restriction, particularly where grounds for approval are unclear.

Are franchisees competitors in the labour market?

They may be, even where they operate in different territories or do not compete for the same customers.

Does the franchise relationship exempt no-poach clauses from Article 4?

No. Every restriction must be assessed according to its purpose, scope, necessity and proportionality.

Are no-poach agreements treated as cartels?

No-poach restrictions that infringe competition by object are treated as cartels under the Labour Markets Guidelines.

Is proof of actual employee harm required?

Not necessarily where the arrangement is classified as a restriction by object.

What is an ancillary restraint?

It is a restriction directly related, objectively necessary and proportionate to a legitimate main agreement.

Can protecting training costs justify a no-poach clause?

Training investment may be a legitimate concern, but the parties must determine whether less restrictive measures can protect it.

Which employees may be covered by an ancillary restriction?

The scope should generally be limited to employees genuinely essential to the relevant transaction or project.

Can all employees in the network be covered?

A blanket restriction covering every employee is difficult to justify as proportionate.

Can former employees be covered?

They may fall within the definition of a no-poach arrangement, but restrictions concerning former employees require especially strong justification.

Can the restriction last for the complete franchise term?

There is no automatic safe duration. The period must be necessary and proportionate to the legitimate purpose.

What happened in the B-Fit decision?

The Board treated a franchisor approval requirement as capable of restricting labour-market competition and objected to its unclear and excessive scope.

Is an employee non-compete the same as no-poach?

No. A non-compete is between employee and employer. A no-poach agreement is between employers.

What are the requirements for an employee non-compete?

It must be written, protect a legitimate interest based on access to customers or confidential business information and be proportionate in activity, place and time.

Can an employee non-compete exceed two years?

Only in special circumstances under Article 445 of the Turkish Code of Obligations.

Can employers exchange salary information?

Current, individual and future salary information creates substantial competition risk.

Is historical salary benchmarking permitted?

It may be safer where it follows the safeguards stated in the Labour Markets Guidelines.

What are the benchmarking safeguards?

Independent administration, anonymity, information at least three months old, at least ten participants and no participant representing more than twenty-five percent of the dataset.

Can franchisees agree on maximum salaries?

No. Maximum salary coordination may constitute wage fixing.

Can franchisees agree not to hire each other’s managers?

This may constitute a no-poach arrangement unless it qualifies as a narrowly defined ancillary restraint.

Can a franchise agreement impose a hiring penalty?

A penalty does not cure an unlawful underlying restriction and may itself reinforce the anticompetitive effect.

Can the franchisor maintain a network employee database?

It may maintain lawful operational data, but the system should not be used to block employee mobility or coordinate recruitment.

Can a franchisor return an employee to the previous outlet?

The franchisor should not allocate employees among independent employers through an anticompetitive arrangement.

Can a franchisee recruit through a public advertisement?

A lawful recruitment policy should generally preserve each employer’s ability to consider independent applications.

What penalties may apply?

Undertakings may face administrative fines of up to ten percent of annual gross revenue under the statutory framework.

Can employees claim damages?

Potentially, where they establish an infringement, loss, causation and the other statutory conditions.

Should existing franchise agreements be reviewed?

Yes. Clauses concerning employees, consent, transfer fees, penalties, salaries and central HR systems should be reviewed.

What should a company do after discovering a problematic clause?

It should stop uncontrolled enforcement, preserve relevant evidence and conduct a legally supervised compliance and remediation process.

What is the safest general approach?

Each employer should make recruitment and compensation decisions independently, while legitimate confidential information is protected through narrower employment and trade-secret measures.

This article provides general legal information as of July 2026 and does not constitute legal, competition, employment, data protection or financial advice. Employee restrictions should be evaluated according to the relevant franchise agreements, employers, personnel categories, market structure, duration, commercial purpose and current Turkish legislation.

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