Trademark Protection in Turkish Franchise Agreements: A Comprehensive Legal Guide

Introduction

Trademark protection is one of the most important legal elements of a franchise relationship. A franchisee does not merely purchase goods or receive general business advice. It obtains the right to conduct business under a commercial identity developed by the franchisor, including its trademarks, logos, trade dress, slogans, store appearance, product names and other distinctive signs.

In many franchise systems, the trademark is the principal asset that attracts customers. Consumers choose a franchised restaurant, hotel, education centre, retail shop or service provider because they associate the trademark with a particular standard of quality, reputation and commercial experience. Any unauthorised or inconsistent use of that trademark may therefore damage not only one location but the entire franchise network.

Trademark protection in Turkish franchise agreements must be considered at several different stages. The franchisor should first secure ownership and registration of the relevant trademarks in Türkiye. The franchise agreement must then define the scope of the franchisee’s licence, quality-control obligations, permitted forms of use and territorial limitations. During the relationship, the franchisor should monitor compliance and collect evidence of genuine use. Finally, the agreement must contain an effective mechanism for stopping all trademark use after termination or expiry.

In Türkiye, trademark rights are primarily regulated by Industrial Property Code No. 6769. The Code governs trademark registration, licensing, use requirements, invalidation, revocation, infringement and enforcement. Trademark-related provisions in franchise agreements may also be affected by the Turkish Code of Obligations, Turkish Commercial Code and Turkish competition legislation.

A properly drafted trademark licence protects the franchisor’s brand while giving the franchisee a clear and enforceable right to use it. An inadequate clause, by contrast, may create disputes concerning exclusivity, sublicensing, territorial use, online activities, enforcement costs and post-termination obligations.

This guide explains how trademark protection should be structured in Turkish franchise agreements and identifies the most significant legal risks for franchisors and franchisees.

Why Trademark Protection Is Central to Franchising

A franchise system is generally built around a common commercial identity. Customers expect different franchise locations operating under the same brand to provide comparable products, services and customer experiences.

The trademark enables the network to present itself as a unified business even though the individual franchise outlets may be operated by legally independent entities. For that reason, the franchise agreement must reconcile two different legal realities.

First, the franchisor owns or controls the trademark and must preserve its distinctiveness and reputation. Second, the franchisee needs sufficient authorisation to use the trademark in its daily commercial operations.

The franchisee may need to display the mark on premises, packaging, uniforms, receipts, advertisements, websites, mobile applications, delivery platforms and social-media accounts. Each form of use should fall within the scope of a valid licence.

The trademark licence should not be treated as a minor annex to the franchise agreement. Under Turkish law, unauthorised use of a registered trademark may constitute infringement. The expansion or transfer of rights granted through a licence without the trademark owner’s consent is also expressly identified as an act of infringement.

Accordingly, both parties should be able to determine from the agreement exactly which signs may be used, for which goods and services, in which territory, through which channels and for how long.

The Turkish Legal Framework for Franchise Trademarks

Trademark protection in Türkiye is acquired principally through registration under Industrial Property Code No. 6769. Registered rights belong exclusively to the trademark proprietor, who may prevent unauthorised use of identical signs for registered goods or services and confusingly similar signs for identical or similar goods or services. Marks with a reputation in Türkiye may receive broader protection where unauthorised use takes unfair advantage of or harms their distinctive character or reputation.

The Code specifically recognises that infringing use may occur through:

• Goods and packaging;
• The offering or supply of goods and services;
• Import and export;
• Business documents and advertisements;
• Domain names, keywords and similar online uses;
• Trade names and company names;
• Unlawful comparative advertising.

These provisions are particularly relevant to franchise networks because franchisees use trademarks through both physical and digital channels.

Industrial property rights may be licensed independently from the underlying business. Legal transactions concerning industrial property rights must be made in writing. Registration of the transaction with TÜRKPATENT is also important because rights arising from an unrecorded transaction cannot generally be asserted against good-faith third parties.

Trademark provisions in a franchise agreement should therefore be drafted as a legally complete licence rather than as a general permission to use the brand.

Registering the Trademark Before Granting a Franchise

A franchisor should normally secure trademark protection in Türkiye before appointing a Turkish franchisee, disclosing sensitive business materials or making a public market entry announcement.

Türkiye follows a registration-based trademark system. Industrial Property Code No. 6769 states that trademark protection provided by the Code is acquired through registration.

A foreign registration does not by itself provide complete trademark protection in Türkiye. The franchisor may apply directly to the Turkish Patent and Trademark Office or designate Türkiye through the Madrid System administered by the World Intellectual Property Organization. Foreign applicants domiciled outside Türkiye who file directly must generally be represented by an authorised trademark attorney before TÜRKPATENT.

Before filing, the franchisor should conduct a clearance search for identical and confusingly similar marks. The search should cover not only the primary brand name but also relevant logos, slogans, product names, Turkish-language versions, transliterations and possible spelling variations.

A trademark search should also examine company names, domain names, social-media usernames and signs used commercially without registration. Earlier commercial use of an unregistered sign may, in appropriate circumstances, form a ground of opposition against a later trademark application. Turkish law also permits opposition where a mark has been filed in bad faith or where an agent or commercial representative has applied for the proprietor’s mark without permission.

This is highly relevant to international franchising. A foreign brand should not allow a prospective franchisee, distributor, consultant or local representative to register the trademark in its own name.

The application should be filed in the name of the actual trademark owner. Where the trademark is owned by a parent company or a separate intellectual property holding company, the franchise documents should accurately reflect the ownership chain.

Selecting the Correct Goods and Services

Trademark registration protects the mark only in relation to the goods and services covered by the registration, subject to certain enhanced rights available to reputable marks.

A franchise trademark application should therefore be based on the commercial structure of the entire franchise system rather than merely the activity performed at one outlet.

For example, a food and beverage franchise may require protection for restaurant services, prepared foods, packaged products, beverages, retail services, delivery services, mobile software, catering and merchandise.

A hotel franchise may require protection for accommodation, reservation services, restaurants, conference facilities, loyalty programmes, mobile applications and travel-related services.

The Industrial Property Code requires the goods and services in an application to be classified according to the Nice Classification.

An application that is too narrow may leave commercially important activities unprotected. However, applying for a very broad list without a genuine commercial strategy may create future non-use risks.

The franchisor should create an intellectual property map identifying the goods and services currently offered in Türkiye, those expected to be introduced during the contractual term and those reserved for future expansion.

Word Marks, Logos and Additional Brand Elements

Registering only a logo may not provide the strongest possible protection for the verbal element of a brand. Conversely, registering only a word mark may not adequately protect a distinctive visual design.

A franchise trademark strategy may therefore include separate applications for:

• The principal word mark;
• The logo or device mark;
• Combined word-and-logo versions;
• Important slogans;
• Product and service names;
• Distinctive packaging;
• Sound or motion elements where registrable;
• Turkish translations or transliterations;
• Key sub-brands used within the system.

The agreement should contain a schedule listing the licensed registrations and applications. That schedule should be updated when new marks are registered or when existing registrations are renewed, transferred or limited.

The franchisee should not automatically receive rights over every trademark owned by the franchisor’s corporate group. The licence should be limited to signs actually required for the franchised business.

Drafting the Trademark Licence Clause

Under Industrial Property Code No. 6769, a trademark right may be licensed for all or part of the goods and services covered by the registration. The licence may be exclusive or non-exclusive. Unless the parties expressly agree otherwise, the licence is considered non-exclusive.

This statutory rule makes precise drafting essential.

The franchise agreement should specify:

1. The identity of the trademark owner;
2. The trademarks and applications included in the licence;
3. The goods and services for which the marks may be used;
4. The authorised territory;
5. The authorised premises and sales channels;
6. Whether the licence is exclusive or non-exclusive;
7. Whether the franchisor reserves the right to use the marks itself;
8. Whether sublicensing is permitted;
9. The duration of the licence;
10. The conditions under which the licence terminates.

The agreement should state that the franchisee receives only a limited contractual right of use and acquires no ownership, goodwill or independent proprietary interest in the trademarks.

The licence should also explain that the franchisee may use the mark only as part of the authorised franchise system. The franchisee should not be permitted to use the mark for unrelated products, separate businesses or locations not approved by the franchisor.

Exclusive and Non-Exclusive Trademark Licences

The distinction between exclusive and non-exclusive licensing must be clearly understood.

Under a non-exclusive licence, the franchisor may continue to use the trademark and may grant additional licences to third parties.

Under an exclusive licence, the franchisor may not grant the same licence to another person and, unless the right is expressly reserved, may not use the trademark itself within the scope of the exclusive licence.

A franchisee receiving territorial exclusivity may assume that it also holds an exclusive trademark licence. However, commercial territorial protection and trademark-law exclusivity are not necessarily identical.

The agreement should clarify whether the franchisee’s exclusivity applies only to opening physical franchise outlets or also prevents the franchisor from selling through e-commerce, supermarkets, delivery applications, airports, hotels or national accounts.

If the franchisor intends to retain direct sales or alternative distribution channels, those rights should be expressly reserved.

The parties should also avoid using the term “exclusive” without defining its legal and commercial consequences. An unclear clause may create disputes concerning the franchisor’s own activities, additional franchise appointments and online sales.

Sublicensing and Master Franchise Structures

Master franchise agreements require particular attention because the master franchisee may be authorised to appoint sub-franchisees.

Industrial Property Code No. 6769 provides that, unless otherwise agreed, a licensee may not transfer its licensed rights to third parties or grant sublicences.

A master franchise agreement must therefore contain an express sublicensing authorisation. It should specify whether the master franchisee grants sublicences in its own name, on behalf of the trademark owner or under a separate standard agreement approved by the franchisor.

The master franchisee should not be permitted to amend the trademark licence provisions of the sub-franchise agreement without prior approval.

The franchisor should retain control over:

• The form of sub-franchise agreements;
• The identity of sub-franchisees;
• The territory and duration of sublicences;
• Quality standards;
• Brand-use instructions;
• Infringement reporting;
• Termination and de-branding;
• The consequences of termination of the master franchise agreement.

The agreement should address what happens to sub-franchisees if the master franchise relationship ends. Possible structures include automatic termination, direct assumption by the franchisor, replacement of the master franchisee or execution of new direct agreements.

This issue should be resolved before the network is developed. Leaving the fate of sub-franchisees uncertain may lead to continued unauthorised use and extensive litigation.

Recording the Trademark Licence with TÜRKPATENT

Trademark licence agreements must be made in writing. The parties may request that the licence be recorded in the trademark register and published in the Official Trademark Bulletin. An unrecorded legal transaction cannot generally be asserted against good-faith third parties.

For ordinary trademarks, recordal is generally not the element that creates the contractual licence between the parties. However, it strengthens transparency and the licencee’s position against third parties.

Recordal may be particularly important where:

• The licence is exclusive;
• The franchisee will make a substantial investment;
• The trademark may be transferred or pledged;
• The trademark owner belongs to a multinational corporate group;
• The licensee may need to enforce the trademark;
• The franchise relationship is intended to continue for many years.

The Code also gives practical importance to registered licence rights in surrender situations. A trademark proprietor may not surrender its rights without the consent of licensees and other right holders recorded in the register.

The agreement should determine which party will prepare the recordal documents, pay the official fees and cooperate with TÜRKPATENT procedures.

When the licence terminates, the parties should also arrange for removal or amendment of the record to avoid misleading third parties.

Quality Control as a Statutory and Contractual Obligation

Quality control is not merely a commercial preference in Turkish trademark licensing.

Industrial Property Code No. 6769 requires the licensor to take measures to guarantee the quality of goods produced or services provided by the licensee. The licensee is required to comply with the licence conditions. If it does not, the trademark proprietor may assert the rights arising from the registered trademark against the licensee.

The franchise agreement should therefore establish objective quality standards and an enforceable monitoring system.

Quality-control provisions may cover:

• Approved products and ingredients;
• Store layout and decoration;
• Equipment and technology;
• Product preparation;
• Customer-service standards;
• Employee appearance and training;
• Health and safety;
• Packaging and labelling;
• Advertising and social media;
• Cybersecurity;
• Record keeping;
• Complaint management.

The franchisor should have the right to conduct inspections, review records, test products and require corrective measures.

However, quality control should not be drafted as unrestricted interference in every commercial decision. The franchisee remains an independent business and should generally remain responsible for its employees, taxes, daily management and legal compliance.

The agreement should distinguish brand-quality supervision from direct operational management.

Brand Guidelines and the Operations Manual

The franchise agreement should require the franchisee to follow the franchisor’s brand guidelines and operations manual.

These documents may regulate logo dimensions, colours, typography, packaging, advertising, store design, digital content and customer communications.

The franchisor should retain the right to update brand standards during the contractual term, particularly where changes are necessary to protect the trademark, comply with law or maintain network consistency.

However, the right to amend the manual should not permit the franchisor to alter fundamental commercial terms unilaterally. Royalty rates, territory, contractual duration and major investment obligations should remain in the main agreement.

The agreement should state:

• How updates are delivered;
• When they take effect;
• Whether emergency changes may take effect immediately;
• How much time the franchisee receives to implement non-urgent changes;
• Who bears the cost of rebranding;
• Whether compensation or transition periods apply to major changes.

Where the franchisor introduces a new logo or visual identity, it should also update its trademark registrations and the trademark schedule attached to the agreement.

Genuine Use and the Five-Year Non-Use Risk

Trademark registration alone is not sufficient to preserve rights indefinitely.

If a registered trademark is not put to genuine use in Türkiye for the registered goods or services within five years after registration, or if use is suspended for an uninterrupted five-year period, the trademark may be revoked unless there are proper reasons for non-use.

Use by a franchisee with the trademark proprietor’s consent is deemed use by the trademark proprietor. This makes franchise operations an important method of maintaining trademark rights.

The franchise agreement should require the franchisee to maintain evidence of use, including:

• Invoices;
• Sales records;
• Advertising materials;
• Store photographs;
• Packaging;
• Website records;
• Social-media campaigns;
• Catalogues;
• Market reports;
• Customer receipts.

The franchisor should have the right to obtain copies of these materials for use in opposition, invalidation, revocation or infringement proceedings.

The evidence should show genuine commercial use in Türkiye and should connect the trademark to the relevant goods or services.

Use in a form differing from the registration may still qualify where the differences do not alter the distinctive character of the mark. Use on goods or packaging solely for export may also qualify.

As of 10 January 2024, Article 26’s administrative revocation mechanism became operative, following the seven-year deferred entry into force specified for that provision. Revocation requests based on non-use and the other grounds listed in Article 26 are therefore determined by TÜRKPATENT under the statutory framework.

This development makes systematic collection of use evidence even more important for franchise trademark owners.

Preventing the Trademark from Becoming Generic

A successful trademark may become vulnerable if consumers begin using it as the generic name of a product or service.

Industrial Property Code No. 6769 permits revocation where a trademark becomes generic for registered goods or services because of the proprietor’s actions or failure to take necessary measures. A trademark may also be revoked where authorised use causes it to mislead the public concerning the nature, quality or geographical origin of the relevant goods or services.

The franchise agreement should therefore require correct trademark use.

The mark should generally be used as an adjective identifying the source of a product or service rather than as the generic product name. Franchisees should use registration symbols and ownership notices where appropriate.

The franchisee should be prohibited from:

• Altering the spelling of the mark;
• Using it as a verb or generic noun;
• Combining it with unrelated signs;
• Creating unauthorised abbreviations;
• Using the mark descriptively for non-branded products;
• Making misleading claims about ownership.

The franchisor should monitor advertisements, menus, websites and customer communications to ensure consistent usage.

Preventing Registration by a Franchisee or Local Partner

One of the most serious risks for an international franchisor is unauthorised registration of the brand by a local franchisee, distributor, consultant or representative.

Turkish law provides several protections against this conduct. A trademark application filed by a commercial agent or representative in its own name without the proprietor’s consent and without justifiable grounds may be refused upon opposition. Applications filed in bad faith may also be refused.

Where an identical or indistinguishably similar trademark has already been registered in the name of an agent or representative without consent, the true proprietor may seek prohibition of use and transfer of the registration through court proceedings.

Despite these remedies, prevention is preferable to litigation.

The franchise agreement should expressly state that the franchisee may not register or attempt to register:

• The franchisor’s trademarks;
• Confusingly similar signs;
• Turkish translations or transliterations;
• Trade names containing the brand;
• Domain names;
• Social-media accounts;
• Application names;
• Advertising keywords;
• Designs copying the franchisor’s identity.

Any registration obtained in breach of the agreement should be transferred immediately to the franchisor at the franchisee’s expense.

The franchisee should also be required to notify the franchisor of third-party applications or unauthorised use that comes to its attention.

Domain Names, Social Media and Digital Brand Assets

Digital assets can be as commercially important as the physical franchise premises.

Turkish trademark rights may be enforced against unauthorised use of an identical or similar sign as a domain name, routing code, keyword or in a similar manner where the use creates a commercial effect and the user has no right or legitimate connection to the sign.

The franchise agreement should determine:

• Who registers domain names;
• Who owns social-media accounts;
• Who controls passwords and administrator rights;
• Whether the franchisee may create local pages;
• Which advertising keywords may be purchased;
• Who owns customer followers and account history;
• How accounts are transferred after termination.

The safest structure is often for the franchisor to own important domain names and grant the franchisee limited access for local marketing.

Where local social-media pages are necessary, the agreement should require shared administrator access and immediate transfer upon request.

The franchisee should not be permitted to include the trademark in a domain name or username that remains under its control after the agreement ends.

Monitoring Third-Party Trademark Infringement

Trademark protection requires active monitoring.

The franchisor should monitor TÜRKPATENT publications, online marketplaces, domain registrations, social media, trade fairs and competing businesses for unauthorised or confusingly similar use.

The franchise agreement should allocate responsibility for reporting and enforcing third-party infringement.

The franchisee should be required to notify the franchisor promptly and preserve evidence. It should not send legal notices, settle disputes or make public accusations without authorisation unless urgent measures are necessary.

The franchisor should normally control the enforcement strategy because an infringement dispute may affect the entire trademark portfolio.

The agreement should address:

• Who decides whether to oppose an application;
• Who sends cease-and-desist notices;
• Who files civil or criminal proceedings;
• Who pays legal costs;
• Who receives damages;
• Whether the franchisee must provide witnesses and documents;
• Whether the franchisor may settle without the franchisee’s consent.

Enforcement Rights of Franchisees

The right of a licensee to commence infringement proceedings depends partly on whether the licence is exclusive.

Unless otherwise agreed, an exclusive licensee may bring proceedings in its own name against third-party infringement.

A non-exclusive licensee must generally request the trademark owner to commence proceedings. If the proprietor does not accept the request or does not file the requested case within three months, the licensee may bring proceedings in its own name to the extent of its interests, unless its enforcement right has been expressly limited. A licensee facing a risk of serious damage may seek an interim injunction before that period expires.

The franchise agreement should not leave enforcement authority to statutory default rules.

It should clearly determine whether the franchisee may initiate proceedings, whether prior approval is required and how costs and recoveries are allocated.

Where the franchisor wants central control of all enforcement, the agreement should limit independent action while preserving emergency procedures where the franchisee faces immediate serious harm.

Civil Remedies for Trademark Infringement

The owner of an infringed industrial property right may seek several remedies from Turkish courts.

These include determination of infringement, prevention of threatened infringement, cessation of infringing acts, remedy of the infringement, material and moral damages, seizure of infringing products and measures preventing continuation of the violation. In appropriate cases, the final judgment may also be announced at the infringer’s expense.

The trademark proprietor may request compensation for actual loss and loss of revenue. Loss of revenue may be calculated according to the revenue the proprietor would have earned without the infringement, the infringer’s net profit or a hypothetical licence fee.

Additional compensation may be requested where inferior or improper use damages the reputation of the industrial property right. This remedy may be especially important in franchise disputes involving poor-quality goods or services sold under the franchisor’s trademark.

Courts may also order interim measures to stop ongoing or imminent infringement and seize or preserve infringing products and relevant production instruments.

The franchise agreement should allow the franchisor to seek urgent judicial relief after termination without being limited to ordinary contractual damages.

Criminal Liability for Counterfeit Trademark Use

Certain acts of trademark infringement may also result in criminal liability where the relevant trademark is registered in Türkiye.

Producing, offering, selling, importing, exporting, possessing, transporting or storing goods or services in a manner infringing a registered trademark through imitation or likelihood of confusion may result in imprisonment and a judicial fine. Investigation and prosecution are subject to complaint.

Not every contractual breach by a franchisee constitutes a criminal trademark offence. A dispute concerning royalty calculations or minor brand-guideline deviations is normally contractual.

However, continuing to operate under the mark after termination, selling counterfeit goods or purporting to transfer a trademark without authority may create more serious consequences depending on the facts.

The franchisor should preserve termination notices, inspection records, photographs, invoices, online records and other evidence before filing a complaint.

Trademark Use After Termination

Post-termination trademark use is one of the most common franchise disputes.

The franchise agreement should provide that all trademark rights end automatically when the agreement expires or is terminated.

The former franchisee should be required to:

• Stop offering goods and services under the mark;
• Remove signs and logos;
• Change store decoration;
• Stop using branded uniforms and packaging;
• Transfer or close websites and accounts;
• Remove the mark from online platforms;
• Return or destroy branded materials;
• Notify suppliers and customers where necessary;
• Stop representing itself as an authorised franchisee.

The agreement should provide a short and specific de-branding period. Immediate removal may be required for digital use, while physical alterations may need a limited practical period.

The franchisor should retain inspection rights during de-branding and the right to enter the premises or arrange removal where legally and contractually permissible.

Continued trademark use after the licence ends may constitute both contractual breach and trademark infringement.

Exhaustion of Trademark Rights and Genuine Products

Under the exhaustion principle, once products protected by an industrial property right have been placed on the market by the right holder or with its consent, subsequent acts concerning those products generally fall outside the scope of the right.

However, a trademark proprietor may prevent commercial use where the goods have been altered or deteriorated by third parties.

This issue may arise where franchisees resell genuine goods acquired through unauthorised channels.

The franchisor may not always be able to rely solely on trademark law to prevent every resale of genuine products. Contractual supply restrictions, consumer safety requirements and competition law must be evaluated separately.

The agreement should therefore identify authorised supply sources and prohibit alteration, repackaging or removal of product identifiers.

Competition Law and Trademark Restrictions

A franchise agreement may contain intellectual property provisions together with restrictions on purchasing, sales and distribution.

Turkish vertical agreement rules may apply where intellectual property rights are transferred or licensed in connection with the purchase, sale or resale of goods or services. The block exemption may apply where the intellectual property provisions directly concern use or resale of the relevant goods or services and do not contain restrictions equivalent to non-exempt vertical restraints. The applicable market-share threshold is generally 30%.

Trademark protection does not justify every commercial restriction.

A franchisor should not use the trademark licence as a mechanism to impose prohibited resale prices, unjustified passive-sales restrictions or excessive non-compete obligations.

Restrictions should be connected to legitimate purposes such as:

• Protecting brand identity;
• Preserving product quality;
• Protecting confidential know-how;
• Preventing customer deception;
• Maintaining network consistency.

The agreement should be reviewed as a whole rather than assuming that all restrictions are lawful merely because they appear in a trademark licence.

Renewal and Portfolio Management

A Turkish trademark registration is protected for ten years from the application date and may be renewed for additional ten-year periods.

A renewal request should normally be filed within the six months before expiry. Late renewal is possible during the following six months upon payment of an additional fee.

The franchise agreement should require the franchisor to maintain the licensed registrations during the contractual term, subject to reasonable portfolio-management rights.

The franchisor may wish to abandon obsolete marks or replace them with a new brand identity. The agreement should regulate the franchisee’s obligations where a mark is updated or replaced.

A trademark calendar should track:

• Renewal deadlines;
• Opposition deadlines;
• Use deadlines;
• Licence records;
• Ownership changes;
• Domain-name renewals;
• Pending disputes.

The franchisee should not be entitled to renew, surrender or alter the trademark registration independently.

Common Trademark Mistakes in Franchise Agreements

One common mistake is signing the franchise agreement before confirming that the franchisor owns a protectable Turkish trademark.

Another is granting territorial exclusivity without determining whether the licence itself is exclusive.

Some agreements fail to identify the relevant registrations or cover only the primary word mark while ignoring logos and sub-brands.

Foreign franchisors may also permit the Turkish partner to register domain names, social-media accounts and local trademarks in its own name.

Another significant mistake is failing to collect evidence of genuine use. A large franchise network may operate successfully while the trademark proprietor lacks organised documents proving use for each registered class.

Franchisors may also neglect quality-control obligations or tolerate inconsistent use for many years. This can damage brand reputation and weaken enforcement.

Finally, many agreements contain insufficient post-termination provisions. A general obligation to “stop using the trademark” is less effective than a detailed de-branding procedure covering signs, websites, packaging, digital accounts and customer communications.

Trademark Protection Checklist for Turkish Franchise Agreements

Before signing a franchise agreement, the parties should verify that:

1. The trademark owner is correctly identified;
2. Turkish applications or registrations exist;
3. The goods and services cover the complete franchise model;
4. Word marks, logos and key sub-brands are protected;
5. The licence is expressly described as exclusive or non-exclusive;
6. Reserved channels and territories are defined;
7. Sublicensing is expressly regulated;
8. The licence is in writing;
9. Recordal with TÜRKPATENT has been considered;
10. Quality-control standards are enforceable;
11. Evidence of genuine use will be preserved;
12. Domain names and social-media accounts are controlled;
13. Third-party infringement procedures are clear;
14. Licensee enforcement rights are addressed;
15. Renewal responsibilities are allocated;
16. Post-termination de-branding is detailed;
17. Competition-law compliance has been reviewed.

Conclusion

Trademark protection in Turkish franchise agreements requires more than inserting the franchisor’s logo into a contract.

The franchisor should secure registration in Türkiye before market entry, select the correct goods and services and ensure that ownership is held by the appropriate entity.

The franchise agreement must operate as a complete trademark licence. It should identify the licensed rights, territory, exclusivity, channels, quality standards, sublicensing rules and enforcement authority.

The franchisor should actively monitor brand use, preserve evidence of genuine use and prevent the trademark from becoming generic or misleading. Digital assets, domain names and social-media accounts should be treated as part of the trademark-protection strategy.

The agreement must also anticipate termination. Immediate cessation of use, de-branding, transfer of digital accounts and removal of signs should be regulated in detail.

Where infringement occurs, Turkish law provides civil remedies, interim injunctions, damages and, in qualifying cases, criminal sanctions. Nevertheless, preventive contractual drafting is generally more efficient than attempting to recover control of the brand after a dispute has arisen.

A well-structured trademark licence protects the franchisor’s reputation, gives the franchisee legal certainty and supports the long-term commercial value of the Turkish franchise network.

Frequently Asked Questions

Must a franchise trademark be registered in Türkiye?

Registration is strongly recommended because the principal exclusive rights provided by Industrial Property Code No. 6769 are acquired through registration.

Can a foreign trademark registration protect the brand automatically in Türkiye?

Not generally. The owner should file directly with TÜRKPATENT or designate Türkiye through the Madrid System.

Is a trademark licence required to be in writing?

Yes. Legal transactions concerning industrial property rights are subject to written form under the Industrial Property Code.

Must the trademark licence be registered with TÜRKPATENT?

Recordal is generally not the constitutive requirement for an ordinary trademark licence between the parties, but an unrecorded transaction cannot generally be asserted against good-faith third parties.

Is a franchise trademark licence automatically exclusive?

No. Unless the parties expressly agree otherwise, the licence is non-exclusive.

Can a master franchisee grant sub-franchises?

Only where the agreement authorises sublicensing. Turkish law does not automatically give a licensee the right to transfer licensed rights or grant sublicences.

Does use by a franchisee satisfy the trademark-use requirement?

Yes. Use with the trademark proprietor’s consent is deemed use by the proprietor.

What happens if the trademark is not used for five years?

The trademark may be revoked for the unused goods or services unless there are proper reasons for non-use.

Can a franchisee register the franchisor’s trademark?

A franchisee should be contractually prohibited from doing so. Turkish law also provides opposition and court remedies against certain unauthorised or bad-faith applications and registrations.

Can the franchisee sue third-party infringers?

An exclusive licensee may generally sue unless the agreement provides otherwise. A non-exclusive licensee is subject to the notice and waiting procedure provided by the Industrial Property Code, unless its rights are contractually limited.

What should happen to social-media accounts after termination?

The agreement should require immediate transfer, closure or removal of the trademark from all accounts associated with the franchise.

Can continued trademark use after termination constitute infringement?

Yes. Once the licence ends, continued commercial use of the registered trademark without consent may constitute trademark infringement as well as breach of contract.

This article is provided for general informational purposes and does not constitute legal advice. Trademark registration, franchise licensing and enforcement strategies should be reviewed according to the specific trademarks, business model and legislation in force at the relevant time.