Unfair Competition
and Trade Secrets

The Turkish Commercial Code (TTK) is based on an honest and undistorted competition order that protects the interests of suppliers and customers as well as competitors. Unfair competition therefore does not arise only between directly competing businesses. Depending on the nature of the conduct, an employee, former employee, customer, supplier, platform, media organization, content creator or another person who appears to be outside the commercial relationship may also face liability.

The following questions are answered in the first legal review:

• Does the conduct affect commercial life or the competitive order?
• Is the statement, promotion or practice contrary to the truth, misleading or unnecessarily offensive?
• Is there a likelihood of confusion between the parties or products?
• Has there been interference, contrary to the rule of good faith, with a customer, employee or contractual relationship?
• Is the information used actually confidential and of commercial value?
• Have reasonable administrative, contractual and technical measures been taken to keep the information confidential?
• Is the conduct continuing, or is there a danger that it will recur?
• Can loss, lost profit, an improperly obtained benefit or loss of reputation be shown?
• Which of the provisions of the TTK, the TBK (Turkish Code of Obligations), the Industrial Property Law, personality rights, employment law, criminal law or Law No. 4054 are applicable?
• Is an urgent interim injunction or preservation of evidence needed?

That conduct is aggressive, disturbing or commercially unfavorable does not, by itself, result in unfair competition. Unlawfulness must be assessed on the basis of the specific content of the conduct, its purpose, its method, its addressees, its commercial effect and its provable consequences.

Statements about a business, product, service, price, employee or commercial activity that are contrary to the truth, misleading or unnecessarily offensive can constitute unfair competition. Not only a statement that is plainly false but also one that misleads the addressee through incomplete information, selective data, removal from context or the general impression is taken into account.

In this scope:

• Unverified negative allegations about a competing business or product
• Misleading statements about product quality, origin, content, certification or performance
• Untrue declarations about the business itself, its experience, capacity or commercial success
• Misleading comparisons made with selected data
• Statements about a competitor’s price, service or reliability that mislead the consumer
• Disparagement carried out through a press release, email, message, brochure, website or social media post
• Fake customer reviews or organized review campaigns
• Announcement, in an untrue manner, of the non-final outcomes of a dispute

are examined. Freedom of criticism, the right to report news and the interest in protecting commercial reputation are balanced according to the circumstances of the specific case. That a statement is true also does not mean it is lawful in every case in terms of the language used, its context and the manner of its presentation.

Conduct that causes confusion with another’s products, activities, business or means of identification can constitute unfair competition. The overall impression that a name, logo, packaging, color scheme, internet domain name, social media account, application appearance, advertising headline or business presentation creates on the average addressee is assessed.

Principal disputes:

• Similar use of a trade name or business name
• Domain name and social media username disputes
• Use of a competitor’s name or distinguishing sign in online advertising text
• Imitation of a website, application or marketplace store
• Similarity of product packaging, catalog, presentation or corporate appearance
• Uses of signs, brochures, labels and advertising that create confusion
• Creating the impression that there is an economic or institutional connection between businesses

Claims for trademark infringement, protection of a trade name, domain name, copyright and unfair competition may arise together or in the alternative in the same event. The competent court and the structure of the claims should be determined according to the nature of the right infringed.

Unfair competition is not limited to breaches of secrecy and disparagement. Under TTK Art. 55, failure to comply with working conditions, misleading sales methods and terms of business contrary to the rule of good faith can also be assessed.

• Violation of statutory or contractual working conditions that also bind competitors.
• Misleading price, campaign, additional performance and product statements; aggressive sales methods.
• Disruption, in a misleading manner, of the balance of rights and obligations to the detriment of the other party through pre-drafted terms.
• Distinction of the routes of application and liability under consumer, advertising and sector-specific regulations.

The protection of a trade secret does not depend merely on marking the information “confidential.” What matters is that the information is not generally known or easily accessible, has commercial value, is intended by its owner to be kept secret, and that reasonable protective measures have been taken for that purpose.

Principal information and records that may be the subject of protection:

• Customer and supplier lists
• Pricing, discount, cost and profitability information
• Quotes, tender strategies and bargaining limits
• Production methods, recipes, formulas, drawings and technical processes
• Technical and operational know-how
• Business plans, investment, sales and market strategies
• Software architecture, source code, algorithms, data models and workflows
• R&D work, prototypes and unpublished projects
• Access credentials, security arrangements and operation records
• Contract terms, commission structures and special commercial understandings

Whether a piece of information counts as a trade secret is assessed separately in each file. Information that is publicly available, generally known in the sector, independently developed or that has become part of a person’s general professional knowledge and experience may not be protected to the same extent. A trade secret claim should therefore be made concrete through the scope of the information, its confidentiality value, the persons who had access, the dates of access, the manner of use and the protective measures taken.

Effective protection of trade secrets calls for establishing a corporate confidentiality system before a dispute arises, rather than filing a lawsuit afterwards. Instead of a one-size-fits-all and unlimited confidentiality clause, information classes, access authorizations, purpose of use, permitted persons, retention period and the obligations of return or deletion when the relationship ends should be regulated clearly.

In preventive legal work:

• Preparing an inventory of trade secrets and confidential information
• Separating the access of employees, managers, consultants, suppliers and business associates
• Confidentiality agreements and confidentiality provisions within contracts
• Retaining authorization matrices and access and download records
• Rules for corporate devices, personal devices and remote work
• Principles for the use of file sharing, email and cloud systems
• Return of data, devices and documents when the employment relationship ends
• Retention, deletion and backup processes
• A response plan for data breaches and trade secret incidents
• An internal procedure for the lawful preservation of evidence

can be put in place. The confidentiality system should be planned together with the protection of personal data, information security, employment law and intellectual property processes.

The validity of a contractual penalty, the applicable law and dispute resolution are examined separately. Return or deletion steps are planned together with statutory retention and evidence-preservation obligations.

While the employment relationship continues, an employee is under a duty of loyalty and secrecy. The validity of a non-compete after the employment relationship ends depends on conditions such as written form, the employee’s capacity to act, the possibility of obtaining knowledge of the customer base or production secrets, the danger of significant harm to the employer, and the proportionality of the restriction in place, duration and subject matter.

In this area:

• An employee copying trade secrets or passing them on to a third party
• Downloading customer, quote, price and project records before leaving the job
• Unauthorized use of corporate email, cloud, CRM or messaging records
• A former employee approaching the customer base
• Validity and scope of the non-compete agreement
• Breach of the non-compete, contractual penalty and loss claims
• Limitation or invalidity of an excessive non-compete
• Liability of the new employer or a competing company
• Joint assessment of the employment law, law of obligations, unfair competition and criminal law routes

may come up. Using the employee’s general knowledge and experience should be distinguished from using the employer’s specific confidential information.

During the employment relationship: loyalty and secrecy; after departure: secrecy to the extent of protecting a legitimate interest; and a non-compete based on a valid agreement are not the same. Under TBK Arts. 444–447, written form, access to information and the possibility of significant harm; limits of place, duration and type of work; and grounds for termination are examined. The rule that, apart from special circumstances and conditions, a non-compete may not exceed two years does not mean that every two-year prohibition is valid.

Offering a quote to a customer and hiring an employee are in principle free in the market. However, inducing a customer, employee, agent, supplier or other contracting party to breach existing obligations; making use of confidential information; disrupting a commercial relationship through misleading statements; or systematically drawing a party out of a contract may constitute unfair competition.

In this area:

• Inducing a customer to breach an existing contract
• Encouraging an employee or agent to disclose secrets
• Using customer lists and price information through a former employee
• Transfer of a competitor’s employees together with confidential project or quote information
• Removing a contracting party from an existing contract so that it concludes a new contract with a third party
• Systematic interference with a dealer, distributor or franchise system
• Unlawful steering of customers or orders
• Poaching customers through a digital account, telephone line, domain name or corporate communication channel

are assessed. A customer or an employee merely moving to a competing business is not in itself unlawful. The method used, contractual obligations, the use of confidential information and interference contrary to the rule of good faith must be proved separately.

Taking over and using a quote, calculation, project, plan, technical specification, database, presentation, catalog, business model or other work product without authorization can, depending on the circumstances, constitute unfair competition. The arising of protection does not in every case depend on the work in question falling within special protection based on a patent, design or copyright.

In the review:

• By whom and within what relationship the work product was created
• Whether the product was taken over directly or by a technical reproduction method
• Whether there is permission of use or a license
• The contractual and statutory obligations of the person who gained access
• Whether the similarity arises from common industry knowledge or from unauthorized use
• The commercial results of the use and the benefit obtained
• Claims that can be asserted together with intellectual and industrial property rights

are assessed.

Acts of unfair competition can be committed through a website, search engine, social media, online marketplace, mobile application, review platform, messaging system or email. Because content can be deleted or altered or held in systems in different countries, the preservation of digital evidence should be planned without delay.

Principal digital disputes:

• Untrue posts and comments targeting a competing business
• Fake accounts and organized review activities
• A misleading social media account or domain name opened in a competitor’s name
• Use of misleading links or statements in search engine advertising
• Copying a marketplace product page, image or description
• A website or advertisement that diverts a competitor’s customer traffic
• Uploading or sharing a file containing trade secrets in a cloud environment
• Unauthorized use of source code, a database or a corporate account
• A former employee or service provider failing to hand over the business’s social media account

A screenshot alone may not always be sufficient. The URL, date and time, account information, the source of the content, the manner of access, platform records, electronic correspondence, server records and other technical data showing the integrity of the content should be preserved together.

Reviews based on real experience, news reporting and freedom of expression are taken into account. Where fake reviews, misleading images or AI-generated content are alleged, the source, context, spread and commercial effect are investigated. It is not possible to delete every negative review or remove it from search results. Platform notice, claims under the TTK and the current special application routes are assessed under their own conditions.

The need for protection varies according to the information from which the business derives value. Without understanding the sector’s data structure and business model, the same contract or litigation solution is not applied to every file.

• Tourism and accommodation: agency terms, corporate prices, guest information and online reviews.
• Manufacturing and export: formula, technical drawing, cost, supplier and quote information.
• Software and technology: source code, product roadmap, access records and license scope.
• Retail, franchising and distribution: customer base, campaigns, stock, pricing and brand presentation.
• Consulting and project work: quotes, methods, client files and authorizations to use work products.

Depending on the circumstances of the specific case, one or more of the following claims may be asserted:

• Declaration of whether unfair competition exists
• Prevention of continuing unfair competition conduct
• Removal of the situation that has arisen as a result of unfair competition
• Correction of untrue or misleading statements
• Where necessary, measures concerning the instruments and goods used in committing the unfair competition
• Pecuniary damages if the conditions of fault and loss are met
• Taking into account, in calculating the loss, the benefit deemed possible to obtain as a result of the unfair competition
• Non-pecuniary damages if the conditions of a personality right are met
• Publication of the judgment or notification of it to the persons concerned
• Stopping the use of documents and digital records containing trade secrets, and their return or deletion
• Contractual penalty, receivable and damages claims
• Additional claims based on trademark, copyright, trade name or personality rights depending on the nature of the violation

The legal interest, the status of the parties, fault, loss, causation, danger of continuation or recurrence and conditions of proof may differ for each claim. A lawsuit should therefore be framed not with a general request merely for “prevention of unfair competition” but by defining the conduct and its consequences separately.

The conditions for declaration, prevention and removal of consequences under TTK Art. 56 differ from those for damages based on fault. Publication of the judgment under TTK Art. 59 is assessed together with the claim, the court judgment and the conditions of finality. A request for return or deletion of documents is handled together with statutory retention and evidence-preservation obligations.

That a violation has occurred and that an economic loss arises from that violation are separate matters of proof. A fall in turnover alone does not show the amount of the loss or causation.

• Sales, order, customer, price and cost records before and after the violation.
• Actual loss and lost profit; the market, seasonality and other factors.
• Assessment, under TTK Art. 56, of the benefit the defendant could have obtained as a measure of damages under the statutory conditions.
• Personality right and the conditions of TBK Art. 58 for non-pecuniary damages.
• Avoiding double compensation for the same loss in claims for a contractual penalty and other claims.

Persons whose economic interests are harmed by unfair competition, or who face such a danger, may have the right to sue under the statutory conditions. The scope of the claims that customers and certain professional and economic organizations may assert is assessed separately.

With regard to liability:

• The person who directly committed the act
• The business that acted through its employee or auxiliary
• The person or organization that published the content or contributed to its spread
• The competitor or new employer that benefits from a trade secret
• A manager, representative, agent, dealer or service provider
• Persons who jointly benefited from the act or acted together

may be examined. The liability of the company, manager, employee and third party is not automatically the same; the act, fault, benefit, authority and causation must be established separately for each person.

Claims for prevention directed at the employer and liability for damages are subject to different rules. For the content owner, the advertiser and the service provider, the special conditions in TTK Art. 58 are examined; that a publication is on a platform does not mean the platform is directly liable for every claim.

For a business that faces a formal notice, lawsuit or injunction order, the limits of the alleged conduct and of the restriction sought are determined. Legitimate competition, independent development and lawful acquisition of information are documented.

• Linking the allegation to specific information, a product, content or conduct.
• Publicly available information, permission of use, independent production, and documents of prior rights and authority.
• Defenses of loss, fault, causation, the status of the parties and the statute of limitations.
• The scope of the injunction, security, proportionality and time limits for objection.
• Continuity of business without acting contrary to the decision, settlement and appropriate counterclaims.

In violations of unfair competition and trade secrets, the harm can grow as long as the act continues. Content can spread, customer relationships can change, confidential files can be copied or digital records can be deleted. It may therefore be necessary to request interim legal protection without waiting for the outcome of the lawsuit.

Depending on the case:

• Temporary stoppage of the act constituting unfair competition
• Restriction of the publication of misleading advertising, posts or content
• Prevention of the use, transfer or disclosure of a file containing trade secrets
• Stopping the sale and distribution of a product, catalog, packaging or means of identification
• Protection of digital accounts, servers, devices, email, cloud and access records
• Preservation of evidence on internet content, software, a database, a product or a business process
• Obtaining or safeguarding records held by a platform, service provider or third parties
• Establishment, through an expert, of similarity, use, access or technical copying
• Proportionate protective measures to prevent the loss of evidence

may be requested. In an interim injunction, prima facie proof, proportionality, security, whether the other side will be heard and how the order can be implemented should be assessed together. Framing the request so broadly that it would stop commercial activity unnecessarily may lead to the denial of the injunction or to a later claim of liability.

Preservation of evidence is not a final judgment that the claimant is in the right, nor does it stop the conduct automatically. In a request for an injunction, the content, file, conduct and addressee are made specific. Besides the issuance of the order, its service, implementation, the follow-up action and the time limits for objection also matter.

The outcome of an unfair competition dispute often depends on preserving correctly the evidence that shows the existence of the act, who committed it, when, the manner of access and the commercial effect.

Principal evidence:

• Contracts, confidentiality provisions and non-compete records
• Inventories of trade secrets and access authorizations
• Email, Registered Electronic Mail (KEP) and corporate messaging records
• Server, security, download, access and user activity logs
• CRM, ERP, cloud, warehouse and project management system records
• Quote, customer, price, cost and project files
• Website, URL, social media and platform records
• Advertising accounts, keyword and campaign records
• Invoices, orders, deliveries and sales transactions
• Witness statements and internal corporate notices
• Devices and digital copies suitable for expert examination
• Financial records that can show loss, loss of customers or unjust gain

A review of company systems should be carried out with regard to the protection of personal data, the confidentiality of communications, the privacy of employees and the limits of obtaining evidence lawfully. Records obtained by unlawful methods can create new legal and criminal risks instead of resolving the dispute.

Documents containing trade secrets are submitted within the scope relevant to the dispute; irrelevant personal data and unnecessary confidential content are filtered out. Appropriate confidentiality measures are assessed together with the right to be heard and the other side’s opportunity to discuss the evidence. Marking a document “confidential” does not ensure absolute confidentiality of access in the case file.

In unfair competition lawsuits under the Turkish Commercial Code, there are special statutes of limitations provided by law. In general, a one-year period from the date on which the person entitled to sue learns of the arising of the right, and in any event a three-year period from the date on which the right arose, are important; where the conduct also constitutes an act subject to a longer criminal statute of limitations, the relevant special provision is assessed separately.

That the act is continuing, repeated or made up of several acts on different dates can affect the calculation of the period. Different periods may apply with regard to a contractual claim, a personality right, a trademark, copyright, employment law or criminal law. The date of learning, the content and access records, formal notices, the end of the employment relationship and whether the violation is continuing should therefore be identified without delay.

Unfair competition lawsuits regulated in the Turkish Commercial Code are in principle commercial cases. The competent court is determined not only by whether the parties are merchants but also by the legal ground asserted, related claims such as trademark or copyright, the employment relationship, a consumer transaction and special statutory provisions.

The position of non-monetary claims such as the declaration, prevention or removal of the consequences of unfair competition, and of monetary claims such as pecuniary or non-pecuniary damages, may not be the same with regard to mediation as a condition precedent to litigation. Where several claims are asserted together, the nature of the claims, whether they can be separated from one another and special statutory provisions should be assessed separately before the action is filed.

In the litigation process:

• Capacity to be a party and to sue
• Subject-matter and territorial jurisdiction and arbitration clause
• Mediation as a condition precedent to litigation
• Statute of limitations and preclusive periods
• Interim injunction and preservation of evidence
• Protection of evidence containing trade secrets in the case file
• Technical and financial expert examination
• Appeal (istinaf), appeal to the Court of Cassation (temyiz) if its conditions are met, and implementation of the judgment

are planned together.

Mediation as a condition precedent to litigation arises for claims for monetary receivables and damages under TTK Art. 5/A. For non-monetary protection claims and for actions filed together, the structure of the claims is examined separately. Mediation does not mean that the need for an urgent injunction or preservation of evidence is to be overlooked; the relevant time-limit provisions are checked together with the application.

Some acts of unfair competition may constitute a crime under the Turkish Commercial Code. The unauthorized disclosure of information and documents in the nature of a trade secret, banking secret or customer secret may, depending on the circumstances, also be assessed under the Turkish Criminal Code (TCK) and special laws.

The purposes and conditions of proof of a criminal investigation and a civil lawsuit are not the same. Filing a criminal complaint does not replace the claims for injunction and damages in a civil lawsuit; nor does filing a civil lawsuit automatically remove criminal liability. In events involving allegations of a personal data breach, trademark right, copyright, unauthorized access to an information system or breach of trust, the relevant special provisions are examined separately.

Not every unfair competition allegation constitutes a crime. Under TTK Arts. 62–63, intent, complaint and the responsible person; and in the disclosure of trade secrets, TCK Art. 239 and other relevant provisions, are assessed separately. A criminal complaint is not automatic proof of loss or liability in the civil lawsuit.

In disputes that involve a foreign company, activity in different countries, a server abroad, cross-border data transfer, a choice of foreign law or an international contract, private international law and the enforceability of the decision should be assessed together.

In this scope:

• The trade secret and confidentiality regime in multinational companies
• Confidentiality and technology agreements with a foreign company
• Cross-border employee and manager transfers
• Customer, quote and project information transferred abroad
• Records of an internet platform or service provider in a foreign country
• Applicable law, competent court and arbitration clauses
• Service of documents abroad and use of foreign documents
• Recognition, enforcement (tenfiz) or execution of foreign court and arbitral decisions
• The need for simultaneous interim protection in more than one country

are addressed. The extent of protection of a trade secret in different countries, the contract provisions and the place where the act occurred must be examined for the specific file.

Art. 37 of the Law on Private International and Procedural Law (MÖHUK) contains special connecting rules for claims arising from unfair competition, with respect to the violation of the directly affected market and of interests relating only to the business. A choice of law in a contract is not assumed to cover every unfair competition claim automatically. Foreign law and local procedures are coordinated, where needed, with legal professionals authorized in the relevant country.