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HARVEY ARASAN advises Turkish and international businesses on the drafting, review, negotiation and termination of commercial agreements.
A well-drafted contract should do more than record the parties’ commercial understanding. It should define their respective obligations, allocate foreseeable risks, establish clear decision-making and payment procedures and provide workable solutions if the business relationship does not develop as planned.
We work closely with shareholders, directors, management teams and in-house counsel to prepare agreements that reflect the commercial structure of the transaction while remaining clear, enforceable and practical.
Drafting, Reviewing and Negotiating Commercial Agreements
We assist clients at every stage of the contractual process, including:
- Structuring the proposed commercial relationship
- Preparing first drafts and term sheets
- Reviewing agreements proposed by counterparties
- Identifying material legal and commercial risks
- Negotiating contractual protections
- Adapting group or global templates to Turkish law
- Managing termination and exit arrangements
Where an international group uses standard agreements across several jurisdictions, we assess which provisions require adaptation to operate effectively under Turkish law.
Commercial Agreements We Advise On
Our contract law practice covers a broad range of business agreements, including:
- Sale and purchase agreements
- Supply and procurement agreements
- Services and consultancy agreements
- Distribution and agency agreements
- Franchising agreements
- Manufacturing agreements
- Cooperation and strategic partnership agreements
- Outsourcing agreements
- Confidentiality and non-disclosure agreements
- Software development and SaaS agreements
- Settlement and termination agreements
Agreements involving software, copyright or technology ownership are coordinated with our Software and Intellectual Property Law practice. Where personal data is involved, we also consider the applicable Turkish data protection and GDPR requirements.
Risk Allocation and Key Contractual Provisions
The effectiveness of a commercial agreement often depends on how clearly it allocates risk between the parties.
Depending on the transaction, we advise on:
- Scope of services and performance obligations
- Pricing, invoicing and payment mechanisms
- Delivery, acceptance and testing procedures
- Representations and warranties
- Indemnities and liability allocation
- Limitations and exclusions of liability
- Service levels and performance standards
- Confidentiality and use of business information
- Intellectual property ownership and permitted use
- Data protection and information-security obligations
- Subcontracting and assignment
- Exclusivity and non-compete provisions
- Change-of-control clauses
- Force majeure and hardship
- Contract duration, renewal and termination
- Post-termination obligations
- Governing law and dispute resolution
Our role is not to add unnecessary complexity to the agreement. We focus on provisions that materially affect the client’s commercial position, operational obligations and exposure if the counterparty fails to perform.
Cross-Border Contracts
Cross-border agreements require coordination between the governing law of the contract, mandatory local rules and the practicalities of enforcement.
We regularly assist with agreements involving:
- Foreign companies doing business in Türkiye
- Turkish companies supplying goods or services abroad
- International distribution and agency structures
- Cross-border technology and SaaS services
- Foreign investment and joint commercial projects
- Agreements prepared under foreign group templates
Our team works in Turkish, English and French. We prepare and negotiate bilingual agreements and coordinate with foreign counsel where the relationship involves several jurisdictions.
Our Approach
We aim to produce agreements that are legally robust but also usable by the people responsible for implementing them.
Our approach is based on:
- Understanding the commercial purpose before drafting
- Identifying the provisions that genuinely require negotiation
- Using clear and consistent language
- Aligning contractual obligations with operational capacity
- Avoiding unnecessary complexity
- Providing practical explanations to management and in-house teams
To discuss a commercial agreement governed by Turkish law or involving a business operating in Türkiye, please contact HARVEY ARASAN.
