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

A master services agreement (MSA) in Turkey is a framework contract that sets the standing terms between a customer and a provider, so each later piece of work can be ordered through a short statement of work instead of a fresh negotiation. Turkey has no MSA-specific statute. An MSA is treated as an atypical (sui generis) contract built on freedom of contract, and the individual call-offs under it are read against the named contract types in the Turkish Code of Obligations. This guide explains the Turkish legal framework, the clauses an MSA should carry, and a template skeleton. It is general information, not legal advice. ## What law governs a master services agreement in Turkey? There is no single MSA law. The framework is: - The Turkish Code of Obligations No. 6098 (TBK) for formation, interpretation and performance. Freedom of contract lets the parties agree their own commercial terms, while Article 27 invalidates terms that breach mandatory law or public order; the rest of the contract can survive.

• The named contract types the Code sets out for the actual work. Where a call-off asks for a defined result or deliverable, it reads as a work contract (eser sozlesmesi, Article 470 and following). Where it asks for ongoing professional services on a best-efforts basis, it reads closer to a mandate (vekalet, Article 502 and following).
• The Turkish Commercial Code No. 6102 for the commercial relationship between merchants, and the Law on the Protection of Personal Data No. 6698 (KVKK) where the services involve processing personal data. ## Is a master services agreement enforceable in Turkey? Yes, as an atypical commercial contract. Two practical points matter: - The MSA is a framework, not the whole deal. The binding commitment to deliver and pay usually arises when a statement of work or order is signed under the MSA. Say clearly whether the MSA alone creates any obligation to order a minimum volume.
• Freedom of contract, with Article 27 as the limit. Terms are largely free to agree, but anything breaching mandatory law or public order is invalid, so caps and exclusions should be proportionate. ## Key clauses in a Turkish master services agreement ### Structure and order of precedence State that the MSA sets general terms, each statement of work covers a specific engagement, and which document wins if they conflict. ### Scope and statements of work Define how work is ordered, what a valid statement of work must contain, and how changes are agreed. ### Fees, invoicing and taxes Set fees, the billing cycle, expenses, and how value added tax and withholding are handled. ### Service levels and acceptance State service levels or acceptance tests, the review window, and the remedy if a deliverable fails. ### Intellectual property Set who owns pre-existing material and who owns work created under each order; licence rights must be in writing to be effective for copyright works. ### Confidentiality and data protection (KVKK) Protect confidential information and, where personal data is processed, set the provider's role, security measures and breach handling under KVKK No. 6698. ### Warranties, liability and indemnities Give clear warranties, cap liability, carve out items that should not be capped, and keep the allocation within Article 27 limits. ### Term, termination and exit Set the term, renewal, termination for cause and convenience, and what happens to open orders and data on exit. ### Governing law and disputes Choose Turkish law and a forum, and decide between the courts and arbitration. ## Template skeleton ```

1. Parties and definitions
2. Structure and order of precedence
3. Scope and statements of work
4. Fees, invoicing and taxes
5. Service levels and acceptance
6. Intellectual property
7. Confidentiality
8. Data protection (KVKK No. 6698)
9. Warranties and disclaimers
10. Liability and indemnities
11. Term, renewal and termination
12. Exit and transition
13. Governing law (Turkey) and dispute resolution
14. Signatures

- **Call-offs take their colour from the Code.** A result-based order reads as a work contract; a best-efforts order reads as a mandate, which changes default duties and termination rights.
- **Article 27 caps the terms.** Liability and other clauses that breach mandatory law or public order are invalid.
- **KVKK applies where personal data flows.** Put the processing and security obligations in writing in the MSA or a separate schedule. ## Common mistakes to avoid - Treating the MSA as the binding order and forgetting to sign statements of work.
- Leaving the order of precedence silent, so a conflict between the MSA and a statement of work cannot be resolved.
- Relying on a blanket liability exclusion that Article 27 may strike down.
- Skipping the KVKK schedule when the services clearly process personal data. ## From the contract to the relationship you actually run Signing the MSA is one moment; running it across many statements of work is the rest of the year. Someone has to track each order against the framework, hold the provider to service levels, keep the KVKK terms current, and find the right clause fast when a dispute or renewal comes up. Across a stack of agreements that work is easy to lose. An AI contract workspace keeps the MSA, its statements of work, its clause structure and its key dates in one place, so you can draft from a template, see where terms are one-sided, edit in plain language and get a reminder before a deadline. If you want to see drafting, review, tracking and governance in a single 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