Non-Disclosure Agreements (NDAs), also known as confidentiality agreements, are vital legal tools for startups, investors, software companies, consultants, and manufacturers in Turkey. Whether you're protecting business ideas, client lists, codebases, or product specs, a properly drafted NDA can prevent serious data leaks and competitive harm. However, under Turkish law, not all NDAs are enforceable unless they follow specific legal standards.
At ER&GUN&ER Law Firm, our English Speaking Turkish Lawyers draft bilingual NDAs for Turkish and international businesses. We ensure confidentiality clauses comply with Turkish Code of Obligations, avoid ambiguity, and include effective remedies in case of breach. As a trusted Turkish Law Firm, we support startups, investors, and corporate clients in securing their intellectual and commercial interests.
What Is an NDA Under Turkish Law?
An NDA is a contract in which one or both parties agree not to disclose, use, or exploit confidential information shared during a business or legal relationship. Under Turkish law, NDAs are governed by:
- Turkish Code of Obligations (Law No. 6098)
- Turkish Commercial Code (for company-related exchanges)
- Turkish Constitution (for protection of personal privacy)
While no specific NDA law exists, these frameworks recognize the right to confidentiality and allow courts to issue damages or injunctions in case of breach.
Unilateral vs. Mutual NDAs
NDAs can be structured as:
- Unilateral NDA: Only one party discloses sensitive information
- Mutual NDA: Both parties exchange and protect each other's data
We help you decide which structure suits your transaction, especially in investor discussions, service contracts, or M&A due diligence. A mutual NDA is more common when both parties share valuable insights.
Key Clauses in an Enforceable NDA
To be enforceable under Turkish law, your NDA should include the following:
- Definition of Confidential Information: Clearly list what is covered—documents, designs, code, formulas, etc.
- Exclusions: Information already public, previously known, or independently developed
- Obligation of Confidentiality: Use restrictions, non-disclosure, and care standards
- Term and Duration: Define how long the agreement and the obligation last (e.g., 2-5 years)
- Jurisdiction and Dispute Resolution: Turkish law and Istanbul courts or arbitration
- Remedies: Include rights to seek injunctions and damages upon breach
Our Turkish Law Firm customizes NDAs to your business model and risk exposure—ensuring strong enforcement power in Turkish courts.
NDAs in Startups, Tech & Consulting
NDAs are essential in Turkey’s startup and tech ecosystem where investors, developers, freelancers, and service providers interact. Common uses include:
- Pitching a startup idea to a VC or angel investor
- Sharing UX/UI designs with a software agency
- Exchanging marketing strategies with a digital consultant
- Accessing code repositories in outsourced development
- Negotiating product specifications with manufacturers
We create NDA templates that are bilingual (TR–EN), ready to sign, and include optional penalty clauses for investor-facing teams.
Penalty Clauses and Liquidated Damages
Under Turkish law, parties may include a penalty clause (cezai şart) in the NDA to define a specific monetary consequence for breach. Courts generally uphold these clauses if:
- The amount is proportionate to the potential damage
- The breach is clearly defined
- The clause is not abusive or speculative
We assist clients in setting realistic penalties—for example, ₺50,000 or €10,000 per breach—depending on the context and value of the protected information.
Enforcing NDAs Through Turkish Courts
When a breach occurs, your Turkish Law Firm may initiate:
- Preliminary injunctions to stop further disclosure
- Civil lawsuits to recover damages
- Evidence collection and digital trace investigations
- Execution proceedings if the court awards compensation
Having an NDA with strong dispute resolution and jurisdiction clauses accelerates enforcement and strengthens your legal position.
International NDAs and Turkish Law Compatibility
NDAs signed abroad can still be enforced in Turkey if they are:
- Properly executed and translated into Turkish
- Compliant with Turkish public policy and mandatory law
- Supported by Turkish jurisdiction or reciprocity (for foreign court decisions)
We regularly localize international NDAs for multinational corporations, startups, and cross-border freelancers operating in or with Turkey.
Internal Resources for NDA and Contract Law
- Contracts in Turkish Tech Law
- Legal Translation Services
- KVKK Compliance in Contractual Data Sharing
- Joint Venture & NDA Integration
- Tax Law Services for Confidential Service Contracts
Frequently Asked Questions (FAQs)
- Are NDAs enforceable in Turkey? Yes, if they are clearly written, reasonable in scope and time, and based on lawful subject matter.
- Do I need to notarize an NDA? Not required, but notarization can increase evidentiary strength in litigation.
- How long should confidentiality obligations last? Typically 2 to 5 years, depending on the nature of the business.
- Can I use an English-only NDA? For enforceability in Turkish courts, a Turkish version must accompany or be integrated into the agreement.
- Can an NDA include a penalty clause? Yes. Fixed compensation for breach can be enforceable if clearly defined and not excessive.
- What if the other party is abroad? We include international jurisdiction, language, and arbitration clauses to ensure global enforceability.
- Does KVKK apply to confidential information? Yes, especially if the NDA covers personal data. Proper consent and protection clauses must be included.
- Can I download a free NDA template? Templates rarely reflect Turkish law or your business model. Custom drafting by a Turkish Law Firm is strongly advised.
Protect Your Business with a Legally Enforceable NDA
Whether you're pitching a startup, developing software, hiring contractors, or launching a joint venture, a properly drafted NDA is your first legal defense against information theft. Templates and verbal agreements are not enough—enforceability requires precision.
At ER&GUN&ER Law Firm, our English Speaking Turkish Lawyers prepare customized, bilingual NDAs that are enforceable in Turkey and compliant with international expectations. As a trusted Turkish Law Firm, we ensure that your business information remains secure—before, during, and after disclosure.