A dev in Istanbul builds a feature for your product. An engineer in Ankara optimises a manufacturing process. A designer in Izmir builds your next customer interface. Your company funds the work and manages the project, with an Employer of Record dealing with the local employment.
Who can use, modify, license or transfer what the employees create?
Employee IP in Turkey is more than just a confidentiality clause. You have to work out what type of work you’re dealing with, what rights you have under Turkish law and how those rights extend to the business that’s going to commercialise the output.
In an EOR arrangement that means you’re looking at the relationship between the employee, the local employer and the client company. A good process will link the employment documentation, the commercial agreement and the records of the work carried out.
Why IP Needs Separate Attention When Hiring Through an EOR
An Employer of Record in Turkey can facilitate the local employment administration while your business is in charge of the day to day running of the employee. That said, the questions of payroll and product ownership are quite different.
Before an employee gets access to a codebase, a design system or a research project your company should be able to explain it.
- The company expects the employee to produce.
- What materials does the employee or someone else already have?
- Which rights does your company need in order to use and commercialise the output?
- What documents establish those rights and any necessary permissions?
- Who will act if the work results in a potentially patentable invention?
The aim is to produce a record that your Product, HR and Legal teams can all follow. It’s particularly useful when an investor, buyer or commercial partner comes along and asks you how you acquired the rights to your product.
Separate Software Copyright, Employee Inventions and Client Rights
The term “IP” can cover a number of different issues. A software release may contain original code, licensed libraries, technical documentation and an invention which would require a separate assessment.
Software and Other Copyright-Protected Work
Turkey’s Law No. 5846 makes a distinction between authorship and the exercise of economic rights. Article 18 in general gives the employer the right to exercise rights in works which the employee creates in the course of their employment, unless the contract or the nature of the work would suggest otherwise. That does not necessarily confer the rights on the foreign client.
Copyright transfers require a written, individually specified grant of rights under Article 52. Transfers on to third parties, transfers of rights in respect of future works and moral rights are all subject to further limitations under Articles 14-16 and 48-50 respectively. wipolex-res.wipo.int
For the product team the real task is to be very specific about the intended use. Will the business be using the software, will it be distributing it, will it be licensing it out to customers, will it be part of an acquisition? Those are the things that need to go into the legal review brief rather than just having a ‘all IP is ours’ type of statement.
Employee Inventions
A separate regime governs patentable employee inventions. Under Law No. 6769, employees must disclose a service invention in writing immediately. Article 115 provides the employer with four months from the date of receipt to notify the employee of a claim to full or partial rights. If the employee does not claim within that period, the invention becomes a free invention.
A full claim also triggers reasonable-remuneration and patent-application obligations, and no party can contract away mandatory employee protections. wipo.int
The EOR team must nominate the people who receive the disclosures, record receipt, and coordinate with the employer and the patent adviser on the decisions. Sending an idea to a client side manager should not be the whole of the disclosure process.
We should assess the relevant employer and rights claim route in light of the actual employment arrangement. The commercial label of ‘EOR’ does not in any way resolve all the questions of ownership.
Pre-Existing and Third-Party Materials
Separate newly created work from anything brought into the project (e.g., a developer’s old tool, a purchased design asset, a licensed dataset, or an open-source component).
Keep a record of the material, its source, the rights and the permissions attached to it and the intended use. Your review should establish what the company wants to own and what it will be using under a licence. That distinction is key to enabling the procurement and engineering teams to ask the right questions prior to a dependency becoming part of a product release.
For the wider cross border context, see our guide to IP rights in global hiring.
Map the Employee, EOR and Client Documentation
The docs should be on the same project, the same parties and the same rights. When the employee’s job description and the IP docs diverge, the client agreement loses much of its value.
| Employment contract and IP provisions | Assigned duties, covered output, confidentiality, required permissions and cooperation obligations |
| EOR–client agreement | The route by which the client receives the relevant rights, its scope and the parties’ responsibilities |
| Background-material schedule | Existing tools, assets and other materials excluded from the new-work arrangements |
| Work-specific records | Contributors, deliverables, versions and any required confirmations or consents |
| Invention records | Disclosure receipt, employer decisions, filing instructions and remuneration arrangements |
Identify the Client Entity That Needs the Rights
A group company can employ, fund and commercialise the work via a number of different vehicles. Work out who the actual recipient is rather than just using “the client” without checking what their legal name is.
Ask whether the company that is entering the contract is also the entity that will be licensing the product, the entity that holds the group’s IP or the entity that will be entering into the customer agreements. If those are different entities then you’ll need to include the proposed onward arrangements in your review.
Match the Documents to the Work
For a software developer you’d want to know the product area, what your development responsibilities are and what your code and documentation should look like. For an engineer you’d want to know about the relevant research or process development work. If you’re changing role you’d obviously want to have a look at the supporting documentation.
Have the Turkish counsel look at the appropriate assignment or licensing route, the required author consents, the treatment of future output and any execution formalities. The EOR–client contract must refrain from promising a wider package than the underlying arrangements permit.
Assign an Owner to Each Administrative Step
Who is responsible for maintaining the project records, receiving the invention disclosures, approving the third party materials and requesting any additional documentation? You should include an escalation contact and a backup.
A ‘cooperate’ clause works far better when staff know where to send the information and managers know who they need to be responding to.
An Illustrative Example: A Software Team in Istanbul
A European software company hiring a developer in Istanbul via an EOR. The dev will build a reporting module, use the approved external libraries and can make use of a utility that they’ve created prior to joining.
Before development begins, the company can organize the project as follows:
- Describe the reporting module and the developer’s responsibilities as per the role documentation.
- List the existing utility separately and determine how you will review its proposed use.
- Have the employee and commercial docs checked in tandem to ensure the correct rights and permissions are in place.
- Use company managed repositories with identifiable contributors and release records.
- Set up an approval process for external libraries and other third party materials.
- Explain how to disclose a potentially patentable technical development.
This is a worked example, not a client case study. The documents and the way the work is actually done reveal the value linked between them. The repository history will tell you who made the contribution; the legal docs will address the rights the company needs in that contribution.
Review Confidentiality, Employee Departure and Evidence Retention
IP administration should be ongoing throughout employment. Project changes, product releases and staff exits are all good opportunities for review.
Make Confidentiality Instructions Specific
Identify the information which staff need to be very careful about (unreleased source code, technical research, product plans, customer specs etc). State the approved locations for storage and the process for sharing material externally.
For technical projects we’d include public repos, conference presentations, portfolio work and uploads to external AI tools in the approval process. Managers will need the practical instructions as well as the signed confidentiality agreements.
Check Outstanding Work Before Departure
Use the handover to identify any outstanding deliverables, any unreported technical developments and any missing documentation. Confirm who will be the owner of each project record post-employee.
An operational handover can include source files, repository ownership, design assets, technical notes and access credentials. The EOR and adviser should coordinate any additional legal documentation rather than waiting until the employee’s final day.
Employee invention rights and obligations can of course continue after employment has ended under Art 118. Track unresolved disclosures and remuneration issues separately from the normal account closure process. wipo.int
Keep a Usable Evidence File
Keep the relevant signed agreements, permissions, project records, invention notices and handover docs in a central location with controlled access.
Give HR, Legal and Product a common reference point to work out which version is the correct one. Work with your advisers on retention and access rules, especially where the records contain employee or customer data.
Questions to Ask Your EOR Before Onboarding
Use the following questions to structure the discussion:
- How will the employee documentation and the client agreement deal with the work that this role will in fact be doing?
- Which body is to be the one to receive the relevant rights?
- Which extra permissions, confirmations, or specialist reviews should we obtain?
- What steps will you take to record the pre-existing tools and third-party materials?
- Who receives the invention disclosures and who monitors the response to them?
- How will we handle the employee’s responsibilities if they change roles or leave?
- Which records will be available for a future IP due diligence review?
Ask for the document structure and process that applies to your particular engagement. A general assurance as to ‘IP protection’ is of considerably less value than a clear set of responsibilities.
Plan Your Turkey Employment Setup with Gini Talent
For any business that’s building a tech, engineering or creative team, IP issues need to be part of the hiring conversation from the outset.
Gini Talent’s Turkey EOR service supports local employment contracts, onboarding, payroll and employment administration. When discussing requirements, describe the work employees will create and the entities using it, enabling you to scope setup and review. Gini Talent – Gini Talent
Planning to hire in Turkey? Talk to Gini Talent about your EOR requirements and identify the documentation responsibilities before onboarding.
