Franchise Agreement in Turkey: Template, Key Clauses and Local Law (2026)

A franchise agreement in Turkey lets a franchisee run a business under the franchisor's brand, system and know-how in exchange for fees. Turkey has no franchise-specific statute, so the contract is treated as a sui generis (atypical) agreement under general contract law, with competition law and intellectual property law shaping what is enforceable. This guide explains the Turkish legal framework, the clauses a franchise agreement should carry, and a template skeleton. It is general information, not legal advice. ## What law governs a franchise agreement in Turkey? There is no dedicated franchise law in Turkey. A franchise agreement is governed by: - The general provisions of the Turkish Code of Obligations No. 6098 (TBK). The franchise is treated as a sui generis contract that mixes elements of sale, agency and licensing. Freedom of contract applies, so the parties may set the type, subject and terms, within the limits of the law. Under Article 27 of the Code of Obligations, terms that breach mandatory law or public order are invalid.

• The Industrial Property Law No. 6769 for the licensing of trademarks and other intellectual property, and copyright law where software and materials are involved.
• Competition Law No. 4054. A franchise is a vertical agreement, so restraints such as exclusivity, non-compete and information exchange are assessed under the prohibition in Article 4. They can escape the prohibition where they protect intellectual property or the network's common identity, or where a block or individual exemption applies. The relevant block exemption is Communique No. 2002/2 on Vertical Agreements (with Communique No. 2008/2 on Technology Transfer for related IP licensing). The older franchise-specific communique (1998/7) was superseded by the vertical agreements communique. The Turkish Competition Authority (Rekabet Kurumu) enforces Law No. 4054. ## Is a franchise agreement enforceable in Turkey? Yes, as a sui generis commercial contract, with two main limits: - Mandatory law and public order. Under Article 27 of the Code of Obligations, a term that breaches a mandatory rule or public order is invalid; the rest of the contract can survive.
• Competition law can strike down restraints. An exclusivity or non-compete clause that breaches Article 4 of Law No. 4054 and does not fit the block exemption or an individual exemption can be void. ## Key clauses in a Turkish franchise agreement ### Grant, brand and territory Define the franchise, the licensed trademarks and system, and the territory, and whether it is exclusive. Keep exclusivity within the vertical agreements block exemption. ### The system and know-how Describe the operations manual, know-how and standards the franchisee must follow, and confirm the franchisor's ownership or control of the intellectual property, registered under the Industrial Property Law where relevant. ### Fees Set the initial fee, ongoing royalties, marketing contributions and how each is calculated and paid. ### Training and support State the initial and continuing training and support. ### Quality standards and control Set the brand standards and the franchisor's inspection rights, drafted to protect the common identity rather than to fix resale prices, which raises competition concerns. ### Non-compete and exclusivity In-term and post-term non-compete clauses are common but must be limited in scope, duration and area to fit the block exemption and Article 27; an overbroad restraint risks being void. ### Intellectual property and confidentiality Protect the trademarks, the manual and the know-how; require confidentiality during and after the term. ### Term, renewal and termination Set the term, renewal, and termination for breach, insolvency or loss of licences, with cure periods. ### Post-termination obligations Cover de-branding, return of the manual and any enforceable post-term restraint. ### Data protection, governing law and disputes Address the Law on the Protection of Personal Data No. 6698 (KVKK) if personal data is shared, and choose Turkish law and a forum. ## Template skeleton ```

1. Parties, recitals and definitions
2. Grant of franchise, brand and territory
3. Exclusivity
4. The system, manual and know-how
5. Fees: initial, royalties and marketing
6. Training and ongoing support
7. Quality standards and inspection
8. Non-compete and exclusivity (competition-compliant)
9. Intellectual property and confidentiality
10. Term, renewal and termination
11. Post-termination obligations and de-branding
12. Data protection (KVKK No. 6698)
13. Governing law (Turkey) and dispute resolution
14. Signatures

- **Competition law is the main external constraint.** Draft exclusivity and non-compete terms to fit Communique No. 2002/2 and Article 4 of Law No. 4054, or they can be void.
- **Register the IP.** Trademark and know-how licensing should rest on properly registered rights under the Industrial Property Law No. 6769.
- **Check the current communiques.** The competition framework has changed over time; the 1998/7 franchise communique was superseded, so rely on the current vertical agreements rules. ## From the agreement to running a franchise network Signing the franchise agreement is one day; running a network is years. Someone has to track each franchisee's renewal and termination dates, check that exclusivity and non-compete terms still fit the current competition communiques, keep every signed agreement and manual version straight, and spot when a clause has drifted out of the exemption. Across many outlets, that is a lot to hold in email and spreadsheets. An AI contract workspace keeps each franchise agreement, its clause structure, key dates and shared standards in one place, so you can draft from a master template, see where a restraint looks risky, edit terms in plain language, and get an alert before a renewal or deadline. If you want to see drafting, review, tracking and governance in one workspace, [Adira](https://adiralaw.com) is built around that idea. Deep Turkey-specific jurisdiction coverage is on Adira's roadmap today; India is deepest now. ## FAQ