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

What an NDA does in Turkey A non-disclosure agreement (NDA), in Turkish a gizlilik sozlesmesi, is a contract that stops a party from using or disclosing confidential information it receives. Turkish businesses use NDAs before sharing figures in a deal, when engaging suppliers, during investment talks, and with staff and contractors who handle sensitive material. Turkey does not have a single dedicated trade secrets statute like the EU model. Instead, confidential business information is protected through several routes: the duty of loyalty and confidentiality under the Turkish Code of Obligations No. 6098, the unfair competition provisions of the Turkish Commercial Code No. 6102, and criminal provisions in the Turkish Criminal Code that punish the disclosure of commercial secrets. Because this protection is spread across different laws and is not always straightforward to invoke, a well drafted NDA is especially valuable in Turkey: it defines clearly what is confidential, sets out the obligations, and attaches a contractual penalty that is easier to enforce than proving loss. An NDA therefore does three things. It defines what counts as confidential between these parties. It can cover information that would be hard to protect under the scattered statutory routes. And through the Code of Obligations it can set a penalty (cezai sart) for breach, which fixes the sum payable without the injured party proving exact damage. ## Key clauses a Turkish NDA should contain Definition of confidential information. Be specific about what is covered and in what forms. A clear definition is easier to enforce than a sweeping one. Permitted purpose. State the single reason the information is shared. Use beyond that purpose is a breach. Exclusions. Information already public, already known to the recipient, independently developed, or lawfully obtained from a third party. Obligations. No use outside the purpose, disclosure only to named recipients who are themselves bound, reasonable security steps, and return or destruction on request. Duration. Two to five years is common for commercial NDAs, while genuine secrets can be protected for as long as they stay secret. Penalty clause. The Code of Obligations recognises an agreed penalty (cezai sart, Article 179 and following) for breach. A court can reduce an excessive penalty, so keep it proportionate to the risk. Personal data. Where personal data is shared, Turkey's Personal Data Protection Law No. 6698 (KVKK) applies, supervised by the data protection authority (KVKK board). An NDA does not satisfy KVKK on its own. Governing law and disputes. Turkish law and a chosen forum, the competent Turkish courts or arbitration. ## Confidentiality, non-compete and the limits of an NDA Employees owe a duty of loyalty and confidentiality during employment under the Code of Obligations, and disclosure of confidential information can be just cause for dismissal and, in some cases, a criminal matter. After employment ends, the picture changes, which is why employers add contractual confidentiality that extends beyond the end date. Keep the NDA separate from a non-compete. A post-employment non-compete in Turkey is governed by Articles 444 to 447 of the Code of Obligations and is tightly controlled. It must be in writing, it is valid only where the employee had access to customers or trade secrets and the restriction could seriously harm the employer, and it is limited in duration (as a rule no more than two years), place and subject matter. A court can reduce an excessive non-compete. A confidentiality duty is far less restrictive and does not carry these limits, so do not use an NDA to impose a non-compete; draft the non-compete as its own clause under Articles 444 and following if you need one. An NDA also depends on you actually guarding the information. Combine it with access controls, document marking and limited copies, because the statutory routes to protect a secret are harder to use for information you left open. ## A simple NDA structure you can adapt 1. Parties and date.

2. Purpose of disclosure.
3. Definition of confidential information.
4. Exclusions.
5. Recipient obligations and permitted recipients.
6. Security measures.
7. Return or destruction of information.
8. Duration of the confidentiality duty.
9. Penalty clause under the Code of Obligations.
10. Data protection under KVKK, where personal data is involved.
11. Governing law (Turkish) and disputes.
12. Signatures. Decide whether the NDA is one way or mutual. This is a starting point, not legal advice; have a Turkish lawyer review anything high value, and draft any non-compete separately. ## Keeping NDAs and their duties in one place An NDA is quick to sign and easy to forget. The real work begins afterwards: knowing which counterparties are bound, when each duty expires, what purpose each allows, and where the signed version is when a breach is suspected. Across inboxes and shared drives, that protection is hard to use when you need it. The useful idea is that drafting an NDA, checking its scope and penalty, and tracking its duration and obligations are one connected job, and it is far easier when the document and its dates 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 the non-compete rules in Articles 444 to 447 or KVKK you would confirm the detail with Turkish counsel. The direction holds anywhere: confidentiality you can rely on is confidentiality you can find, track and enforce from one place.