Consultancy agreement in Turkey: Template, Key Clauses and Local Law (2026)

What a consultancy agreement is in Turkey A consultancy agreement engages an independent consultant, an individual or a company, to provide advice or services without becoming an employee. In Turkey these agreements rest on the Turkish Code of Obligations No. 6098 and the freedom of contract it grants under Article 26. They cover management advice, IT and engineering specialists, interim experts and freelancers. The central issue in a Turkish consultancy agreement is classification. Turkish labour law under Labour Law No. 4857 is protective of employees, and the courts look at the substance of the relationship, not the label. If an individual works under the client's direction and control, over fixed hours set by the client, integrated into the business and economically dependent on it, a Turkish court can find an employment relationship, with protections including minimum wage, leave, social security, notice and severance. Reclassification is costly because it can bring back payment of social security premiums and employer obligations. A genuine consultancy keeps the consultant independent. The consultant controls how the work is done, carries business risk, can serve other clients, invoices for results, and is registered for tax and social security as self-employed. In Turkey an independent professional registers with the tax office, pays income tax on self-employment earnings (serbest meslek), charges value added tax (KDV) where applicable, and contributes to social security under the self-employed (Bag-Kur) branch of the SGK. ## Key clauses a Turkish consultancy agreement should contain Parties and status. Name the parties with tax numbers and state plainly that the consultant is independent, not an employee, responsible for their own taxes and social security. The label does not decide classification, but it matters. Scope and deliverables. Describe the advice or services. Frame the engagement around outcomes and the consultant's own methods rather than fixed hours and supervision, which keeps it on the independent side. Fees and invoicing. The rate, payment days, and whether value added tax (KDV) applies. Address currency in light of Turkish foreign exchange rules for contracts between residents. Term and termination. Fixed or rolling, notice period and termination for breach. Address payment for work in progress on termination. Intellectual property. State expressly that deliverables and their IP are assigned or licensed to the client, because rights do not pass automatically on payment. Confidentiality. A clear confidentiality clause supported by the Code of Obligations duty of loyalty and the unfair competition rules of the Commercial Code. Non-compete and non-solicit. These can be agreed more freely with a genuine independent consultant than with an employee, but keep them reasonable in duration, place and scope or a court may reduce them. Liability and insurance. A liability cap, exclusion of indirect loss, and professional indemnity insurance for advisory work. Governing law and disputes. Turkish law and a chosen forum, the competent Turkish courts or arbitration such as the Istanbul Arbitration Centre. ## A simple consultancy agreement structure you can adapt 1. Parties and independent status.

2. Scope of services and deliverables.
3. Fees, expenses, invoicing, VAT and currency.
4. Term and termination.
5. Intellectual property assignment or licence.
6. Confidentiality.
7. Non-compete and non-solicitation (reasonable).
8. Warranties, liability cap and insurance.
9. Data protection under KVKK, where relevant.
10. Governing law (Turkish) and disputes.
11. Signatures. This is a starting point, not legal advice. For long or high value engagements, have a Turkish lawyer review the status and IP clauses in particular. ## Avoiding the misclassification trap Turkish courts apply a substance test. Warning signs that a consultancy might be reclassified as employment include fixed hours set by the client, close supervision of method, integration into the client's team and reporting lines, exclusivity, the client providing tools and workspace, and continuous pay by time rather than by result. A genuine consultant sets their own hours, carries business risk, serves other clients, and invoices through their own registration. Do not structure a full time role as a consultancy to reduce cost or avoid severance, because the court looks at the reality and reclassification can be expensive. Note also the foreign exchange currency rules, which can require certain contracts between Turkish residents to be priced in Turkish lira, and the data protection law (KVKK) where the consultant handles personal data. ## Keeping the agreement and its obligations in one place A consultancy agreement creates duties that outlive the kickoff: the end or renewal date, the notice window, the IP that must be delivered and assigned, the confidentiality that continues after the work ends, and the invoices tied to milestones. When these sit across emails, drives and calendars, it is easy to lose track of what was agreed and which version is current. The idea worth keeping is that drafting a consultancy agreement, checking its status and IP clauses, editing it as the engagement changes, and tracking its dates and obligations are one connected job, and it is far easier when the document and its deadlines live in one place. That single workspace idea is what Adira is built around for business contracts. Adira is India first today, with other jurisdictions on its roadmap, so for Turkey specific points such as self-employment tax, Bag-Kur social security or currency rules you would confirm the detail with Turkish counsel. The direction holds anywhere: an engagement you can trust is one that stays in one place, in step, with its dates in view.