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HARVEY ARASAN advises Turkish and international companies, founders, investors and technology businesses on the ownership, protection, commercialisation and transfer of intellectual property rights in Türkiye.
Our practice focuses particularly on software, copyright and technology-related intellectual property. We assist clients in establishing a clear and documented chain of title, preparing and negotiating IP agreements, assessing ownership risks and protecting intellectual property in commercial transactions and disputes.
Intellectual Property Ownership and Chain of Title
A company should be able to demonstrate how it acquired the intellectual property used in its business.
This is particularly important for startups and technology companies whose products may have been developed over time by founders, employees, freelance developers, software agencies or other external contributors.
A complete chain of title records the creation and successive transfer of the relevant intellectual property rights from the original author or right holder to the company that currently claims ownership.
We assist clients with:
- Identifying the individuals and entities that contributed to the relevant software, content or technology
- Reviewing employment, consultancy, development and service agreements
- Assessing whether intellectual property rights have been validly transferred
- Preparing copyright assignment and licensing agreements
- Obtaining confirmatory assignments where earlier documentation is incomplete
- Establishing procedures for documenting future contributions
- Organising ownership records for investment, financing or exit processes
Under Turkish law, payment for the development of software or other copyright-protected work does not, by itself, transfer all economic rights. The transfer must comply with the formal requirements of Turkish copyright law and specify the economic rights being transferred.
For further information, see our article: Protecting Your Startup’s IP: Building a Chain of Title from Day One.
Software, SaaS and Digital Products
Software projects frequently involve several layers of intellectual property and contractual rights. These may include source code, object code, interfaces, documentation, databases, visual content, open-source components, third-party tools and confidential technical information.
We advise software companies, SaaS providers, technology suppliers and customers on:
- Software development agreements
- SaaS and cloud service agreements
- Software licensing and rights-of-use structures
- Custom development and implementation projects
- Maintenance, support and service-level arrangements
- Confidentiality and protection of technical know-how
Where a project involves personal data, our intellectual property and technology advice is coordinated with our Turkish data protection and GDPR practice.
Founders, Employees and Independent Contractors
Intellectual property ownership should be addressed at the beginning of the relevant relationship rather than reconstructed during an investment process or dispute.
We prepare and review provisions governing intellectual property created by:
- Founders before or after incorporation
- Employees acting within or outside their contractual duties
- Freelance developers and other independent contractors
- Software development agencies
- Consultants and technical advisers
- Joint development partners
Clear contractual documentation reduces the risk of a contributor later claiming ownership or restricting the company’s ability to use, modify, commercialise or transfer its technology.
IP Agreements and Commercialisation
Intellectual property may be licensed, transferred or incorporated into a wider commercial relationship.
We prepare and negotiate:
- Copyright assignment agreements
- Software licences
- Joint development agreements
- Publishing and distribution agreements
- Confidentiality and non-disclosure agreements
- IP provisions in commercial, employment and consultancy contracts
The relevant agreement should define not only which rights are transferred or licensed, but also the territory, duration, scope of use, exclusivity, sublicensing rights, payment structure and consequences of termination.
Intellectual Property Due Diligence in Investments and M&A
Intellectual property ownership is a material part of legal due diligence in technology investments and company acquisitions.
An investor or buyer will ordinarily seek to establish whether the target company owns, or has sufficient rights to use, the software and other intellectual property on which its business depends.
Our IP due diligence work may include:
- Reviewing the target’s chain of title
- Examining founder, employee and contractor agreements
- Assessing software development and licensing arrangements
- Reviewing restrictions affecting the transfer or continued use of intellectual property
- Examining confidentiality and know-how protection
- Identifying ownership disputes and infringement claims
Further information on our transaction practice is available on our Mergers and Acquisitions in Türkiye service page.
Cross-Border Intellectual Property Matters
Cross-border technology projects require the intellectual property provisions of the parties’ agreements to operate consistently across the relevant jurisdictions.
Our team works in Turkish, English and French. We assist foreign companies doing business in Türkiye, Turkish companies expanding abroad and international law firms requiring Turkish intellectual property advice.
Through our French Desk and international professional network, we also coordinate intellectual property matters involving Türkiye, France and other European jurisdictions.
Our Approach
Our intellectual property practice is closely integrated with our startup, M&A, corporate, commercial contract, data protection and dispute-resolution work.
This enables us to consider intellectual property not as an isolated legal issue, but as part of the client’s wider business model, investment strategy and commercial relationships.
Our approach is based on:
- Identifying the intellectual property that is material to the business
- Establishing who created it and who currently owns it
- Correcting gaps in the chain of title
- Translating legal ownership into clear contractual protection
- Preparing documentation that can withstand investor or buyer due diligence
When Should Intellectual Property Counsel Be Involved?
Legal advice should ideally be obtained before:
- Software or digital products are developed by external contractors
- Founders transfer technology to a newly incorporated company
- Employees or freelancers begin creating commercially important works
- Intellectual property is licensed or transferred
- A technology partnership or joint development project is launched
- An investment round, acquisition or company sale begins
- A data room is opened for due diligence
- A third party alleges infringement
- Confidential software, content or know-how is used without authorisation
Early documentation is generally more effective and less costly than attempting to reconstruct ownership after an investment process or dispute has begun.
To discuss an intellectual property, software ownership or technology agreement matter involving Türkiye, please contact HARVEY ARASAN.
