Mesci law firm stands out as a premier franchise law firm in Turkey, known for its specialized knowledge and experience in the field along with IP law. With a deep understanding of the intricate legal intricacies of franchising, our law firm in Turkey offers tailored solutions to franchisors and franchisees, ensuring legal compliance, providing strategy on protection of IP rights in Turkey and fostering the growth and success of franchise businesses. Our franchise lawyers in Turkey possess a keen eye for detail and a comprehensive understanding of the legal requirements.
Our franchise lawyers in Turkey work closely with their clients to tailor agreements that address key aspects such as territorial rights, training, support and audit, protection of IP rights in Turkey and dispute resolution mechanisms. Our law firm in Turkey have been assisting its clients over a decade in understanding and complying with the complex regulatory requirements in Turkey, including disclosure obligations, advertising standards, franchise registration and reporting obligations.
With a meticulous approach to due diligence, the firm legally helps franchisors and franchisees navigate the legal requirements, mitigate risks, and ensure compliance with the ever-evolving laws and regulations governing the franchise industry.
What is a Franchising Agreement?
It can be seen that the term “franchising” is defined within the scope of the Regulation No. 1998/7 issued by the Competition Authority for the first time in Turkish law. According to Article 3(a) of the mentioned regulation, franchising refers to a system consisting of intellectual and industrial property rights, such as trademarks, trade titles, utility models, designs, copyrights, patents and know-hows that will be used for the resale of goods or the provision of services to end-users.
A franchise agreement can be defined as a contract in which the franchisor grants the franchisee the right to use the intellectual and industrial elements through its production, operation, and marketing system, thereby including the franchisee in its own franchise network and obligating it to continuously support the franchisee during its commercial activities based on this system.
The franchisee, on the other hand, undertakes to independently distribute goods or provide services in its own name and on its own account using the franchisor’s intangible assets and in accordance with the instructions provided by the franchisor, and to pay a certain fee in return.
Franchise agreements are often confused with distribution agreements and license agreements, so it is beneficial to touch upon these types of contracts herewith as well. A distribution agreement is a contract where the manufacturer, due to the need for a sales network to market its products, establishes a distribution or sales network outside of its own organization, aiming to ensure the entry, promotion, and sales of its goods in a specific local market through a third-party distributor.
In distribution agreements, the distributor undertakes the sale of the supplier’s product in the relevant market, while the supplier aims to provide the distributor with access to the market, promotion, and sales of its product only. In franchise agreements, the franchisee is obliged to operate within the boundaries of the franchisor’s corporate identity, using the franchisor’s brand and logo.
However, in distribution agreements, there is no obligation for the distributor to use the brand and logo of the principal. In franchise agreements, the franchisor determines the decoration, design and marketing principles and procedures for the location where the product or services is to be offered.
On the other hand, a licensing agreement refers to contracts in which the owner of an intellectual or industrial property rights fully or partially transfers the right to use that property to another party for a fee and for a specified period. As per Turkish industrial property law, parties are obliged to register the license agreements before the Turkish Patent and Trademark Office.
In licensing agreements, the licensee is not obliged to engage in advertising and promotion, while in franchise agreements, the franchisee is obliged to carry out the advertising and prommotion of the goods and products in question. It is not incorrect to say that the licensee has more freedom to operate in the market compared to the franchisee, while the franchisee is continuously monitored by the franchisor throughout the contract period to ensure compliance with the predetermined performance standards.
What is Franchising Law?
Franchising law encompasses the legal principles and regulations that govern the franchisor – franchisee relationship regulating the offer and sale of franchises. It provides a framework that outlines the rights, obligations, responsibilities of both parties involved in a franchise agreement by taking into consideration the common business practices, rules related to goodwill, applicable rules regulated under Turkish Obligations Code, Turkish Commercial Code, Law on the Protection of Competition, and Turkish Intellectual and Industrial Property Code.
This specialized area of law covers a wide range of legal aspects, including contracts, intellectual property and brand protection, disclosure requirements, operational guidelines and dispute resolution mechanisms.
What Are Main Legal Instruments Applicable to Franchising in Turkey?
Turkish law do not impose requirements or restrictions on the contractual provisions of franchise agreements, unlike the U.S. Government. It is important to note that, under Turkish law and regulations there are no due diligence requirements with regard to franchising and franchisors are not subject to a franchise disclosure requirements.
A franchising agreement commonly include articles related to subject of the franchise and extent of the franchising agreement; articles related to granting the rights of use, articles related to duration of the contract; articles related to fees; articles related to territory that franchisee will operate and territorial limitations; articles related to franchisor’s and franchisee’s rights and obligations; articles about advertisements and marketing; articles about purchasing of goods and maintenance of goods; articles about confidentiality and data protection; articles about protection of intellectual and industrial property rights; restrictions on what the franchisee may sell; articles about the right of audit; articles about insurance and liability; articles about reporting and accounting; articles about penalties and compensation; articles about termination and renewal; articles about applicable law and jurisdiction.
These terms and conditions shall be prepared in accordance with common business practices in Turkey, articles of good faith and relevant Turkish regulations applicable to the contract. Franchisors are not obliged to disclose any necessary disclosure items through the Franchise Disclosure Document also referred to as a “FDD”, before selling a franchise or receiving any fees in Turkish Law.
But in order for your franchise lawyers in Turkey to draft an agreement meeting your requirements and protecting you in every way, it will be beneficial for the relevant party to deliver a wide range of information to the franchise lawyer in Turkey such as trademarks, patents and proprietary information, advertising and financing. Before drafting the franchise agreement, product quality, services and brand subject to the franchise relationship should be investigated in depth.
As a matter of fact, the franchisee enters into the brand system of the franchisor with the establishment of the franchise relationship meaning that it will be subject to the positive and negative outcomes of using the brand in the market.
Franchising Law Services
Franchising law services assist in the drafting and review of franchising agreements, ensuring that all essential terms and conditions are clearly defined. These legal professionals bring their expertise to bear in tailoring agreements to the specific needs of franchisors and franchisees by including rules related to territorial rights, rules related to intellectual and industrial property usage and protection, rules related to training and audits and rules related to fee structures they establish a solid contractual foundation that protects the rights and interests of both parties.
Franchise agreements must adhere to applicable laws and regulations. Turkish law do not impose requirements or restrictions on the contractual provisions of franchise agreements, unlike the U.S. Government and as a matter of fact franchise agreements are deemed sui generis agreements in Turkish law.
However franchising law services play a vital role in ensuring compliance with applicable laws regulated under for example 6769 numbered Industrial property code and 6098 numbered Turkish Obligations Code. The agreement to be formed cannot constitute violation to applicable Turkish Codes. Compliance with the legal obligations strengthens the legal standing of the franchisor – franchisee relationship and reduces risk of potential disputes.
Franchising law services play a pivotal role in safeguarding intellectual and industrial property rights within the franchise system. These services assist franchisors in registering trademark ans securing licensing agreements with franchisees.
By protecting trademarks, copyrights and trade secrets, franchisors can maintain brand consistency and integrity across multiple franchise locations, enhancing consumer recognition and trust. Trademarks registered in Turkey are protected under 6769 numbered Industrial Property Code. If the trademark is not registered in Turkey, it will be protected under unfair competition articles of the 6102 numbered Turkish Commercial Code.
Franchising law services provide valuable support in enforcing the intellectual and industrial property rights and resolving disputes related to trademark infringement or misuse. Legal professionals specializing in franchising law understand the nuances of intellectual property protection and employ appropriate legal strotegies to protect the franchisors’ interests.
Our Services for Franchising Law
As franchising continues to gain momentum as a dynamic business model, the need for expert legal guidance becomes increasingly vital. Franchising law services offer comprehensive support and counsel to both franchisors and franchisees, facilitating their success in a competitive marketplace. These services encompass a wide range of legal aspects, from regulatory compliance to dispute resolution, ensuring that franchise relationships operate within a solid legal framework. Our services for franchising law are as follows:
- Conducting due diligence.
- Developing a protection strategy for clients’ intellectual and industrial property rights and providing legal consultancy.
- Ensure that both parties comply with relevant Turkish laws and regulations applicable to franchising agreement.
- Preparation and maintenance of the franchising agreement.
- Representing client in litigations related to disputes arising from franchising agreement.
- Negotiating franchise deals based on business model of client and line of business.
- Engage in matters of alternative dispute resolution such as mediation or arbitration.
- Ensuring client to comply with the terms and conditions of the franchising agreement.
Our law firm in Turkey stands as a leading franchise lawyer in Turkey, providing specialized expertise and comprehensive legal services to franchisors and franchisees. By choosing to work with our law firm in Turkey, as your legal partner, stakeholders in the franchise industry can rely on our expertise and dedication to achieve their goals and drive successfull franchise ventures in Turkey. If you are looking for franchise lawyers in Turkey, please don’t hesitate to contact us.