Confidentiality, Personal Data, Intellectual Property Rights and Competition Clauses
Besides the main performance, a contract may also regulate the parties’ information, data, technology, trademarks, designs, software and trade secrets. These provisions must be prepared in line with the relevant special legislation.
- The scope of confidential information and its exceptions
- The purpose of use of information, access authority and retention period
- Obligations for processing and transferring personal data and for data security
- Distinguishing the roles of data controller and data processor
- Ownership of works, software, trademarks, designs and other intellectual property rights
- Assignment, license, field of use, term and geographic scope
- Work product, development and derivative work provisions
- Non-competition, non-solicitation of customers and non-poaching of employees clauses
- Return or deletion of information, documents and data when the contract ends
Electronic Contracts and Digital Transactions
- Forming a contract through a website, mobile application or electronic platform
- Electronic signature and secure electronic signature
- Click-through contracts and version records
- Electronic offer, order, confirmation and invoicing processes
- Platform terms of use and membership agreements
- Software, cloud service, subscription and service level contracts
- Electronic notices, registered electronic mail (KEP) and digital evidence records
- Distinguishing distance consumer transactions from commercial electronic transactions
- Provisions on cyber incidents, data loss, access interruptions and service continuity
International Contracts and Disputes with a Foreign Element
In international contracts, it is not enough for the text simply to be prepared in a foreign language. Which law will govern the contract, where the dispute will be resolved and where the resulting decision will be enforced should be addressed at the signing stage.
- Governing law and choice of law
- Jurisdiction of Turkish courts or foreign courts
- Seat of arbitration, arbitration rules, number of arbitrators and language of proceedings
- Mediation, negotiation and multi-tier dispute resolution clauses
- International instruments that may apply to the international sale of goods
- Delivery, transport, insurance, customs and payment terms
- Foreign exchange, tax, sanctions, export control and compliance provisions
- Letters of guarantee, letters of credit and cross-border payment arrangements
- Legal review of contracts in foreign languages and language precedence
- Apostille, certification, translation and using foreign documents in Türkiye
- Recognition, enforcement and execution of foreign court judgments or arbitral awards
Make the Scope of Digital Delivery Concrete
In software or cloud services, a working connection does not, on its own, show that all the agreed delivery obligations have been performed. Administrator access, account ownership, data export, rights relating to source code, license, support and the exit plan must be clearly determined in the contract.
Electronic acceptance and signature
A click, a scanned signature and a secure electronic signature are not the same transaction. The signature method, statutory form and special exceptions are reviewed according to the type of contract. The accepted version and the transaction records should be kept.
Foreign language and dispute resolution
Having a translation made does not automatically make the chosen law or the arbitration clause enforceable. Language precedence, court or arbitration, the country of performance and the place where the decision will be enforced are planned together. Matters requiring a foreign law opinion are coordinated with attorneys authorized in the relevant country.