Türkiye publishes draft law on Protection of Trade Secrets for public consultation

On 8 April 2026, Türkiye’s Ministry of Trade published the Draft Law on Protection of Trade Secrets for stakeholder consultation together with an explanatory memorandum setting out the rationale for the proposed provisions. Comments and suggestions on the Draft Law can be submitted to the Ministry of Trade by 15 May 2026.

The Draft Law seeks to introduce a consolidated statutory framework for the protection of trade secrets in Türkiye. In the current legal regime, trade-secret regulations are dispersed across multiple sources of law, including the Turkish Commercial Code, Turkish Code of Obligations, employment legislation and the Turkish Penal Code. The Draft Law also draws heavily from Directive (EU) 2016/943 (EU Trade Secrets Directive) and the Agreement on Trade-Related Aspects of Intellectual Property Rights (TRIPS) to which Türkiye is a party. 

According to the explanatory memorandum, the Draft Law is intended to respond to evolving EU customs practices, such as the expanding digitalisation of customs processes, highlighted by the anticipated implementation of the Digital Product Passport regime and the growing use of artificial intelligence. If passed, this initiative is expected to strengthen confidence among trade secret holders, encourage innovation and support increased foreign investment in Türkiye. 

Key features of the Draft Law

• Statutory definition of trade secrets

The Draft Law introduces express definitions of “trade secret”, “trade secret holder”, “infringer” and “infringing products”, largely in line with the EU Trade Secrets Directive.

Under the Draft Law, information will qualify as a trade secret when it meets the following three conditions: 

• it is secret and not readily accessible; 
• it has commercial value and relates to a legitimate interest because of its secret nature; and 
• the information holder has taken reasonable steps, appropriate in the circumstances, to preserve its confidentiality.

The explanatory memorandum notes that whether information constitutes a trade secret must be assessed on a case-by-case basis. Examples given include business strategies, market share data, customer lists, formulas, sources of credit and employee salary information.

• Lawful acquisition, use and disclosure

In line with the EU Trade Secrets Directive, the Draft Law sets out circumstances in which the acquisition of trade secrets will be considered lawful. These include:

• acquisition with the consent of the trade-secret holder; 
• independent discovery or creation; 
• reverse engineering; 
• conduct consistent with the principle of good faith under the relevant circumstances; and
• acquisition through the exercise of legal or contractual rights by employees, employee representatives, or the trade secret holder’s proxies or representatives. 

Any trade secret lawfully acquired under these circumstances may be lawfully used or disclosed by the acquirer, provided that no legal or contractual restriction prevents such use or disclosure.

The Draft Law appears broader than the EU regime in one respect. While the EU Directive limits the relevant exception to the exercise of information and consultation rights of employees and their representatives, the Draft Law also extends lawful acquisition rights to the trade-secret holder’s proxies and representatives and refers to both legal and contractual rights. Although the explanatory memorandum states that any such acquisition must be linked to the exercise of the relevant right, the reference to contractual rights may create interpretative uncertainty, particularly where mandates, consultancy arrangements or internal authorisations are broadly drafted.

• Unlawful acquisition, use and disclosure

The Draft Law also defines unlawful acquisition, use and disclosure of trade secrets. Unlawful acquisition includes unauthorised access to, seizure of, or copying of materials or data containing a trade secret, and conduct contrary to the principle of good faith.

Use or disclosure is unlawful where the trade secret was unlawfully acquired, or where there has been a breach of contract, confidentiality obligations or other restrictions.

Liability may also extend to persons who knew, or ought to have known, that a trade secret had been directly or indirectly unlawfully acquired, used or disclosed, and where they have obtained, used or disclosed a trade secret through an infringer. Similar rules apply to dealings in infringing products.

• Exceptions

In line with the EU Trade Secrets Directive, the Draft Law provides that the acquisition, use or disclosure of trade secrets will not be unlawful in certain circumstances, including whistleblowing in the public interest, freedom of expression and press rights, disclosures to employee representatives, and the protection of legitimate legal interests.

• Interim relief, civil remedies and damages

In addition to interim injunctions available under Turkish procedural law, the Draft Law provides specific interim measures, including:

• temporary prohibition on the use or disclosure of a trade secret; 
• suspension of production, sale or market placement of infringing goods; 
• temporary seizure measures; and 
• restrictions on access to materials or data containing trade secrets. 

The court may also permit continued use of the relevant trade secret or information, provided adequate security is furnished to compensate the likely damage that may be suffered by the trade-secret holder.

Trade-secret holders would also be entitled to seek a broad range of final remedies, including determination of infringement, recall of infringing goods, destruction of infringing materials, and delivery up of relevant items or data.

Where the defendant neither knew nor could reasonably have known that the information was a trade secret or obtained from an infringer, or where the requested measures would cause disproportionate harm, the court can instead award compensation while safeguarding the trade-secret holder’s interests.

Trade-secret holders can also claim pecuniary and non-pecuniary damages, assessed by reference to all negative economic consequences, including lost profits and gains obtained by the infringer, and should not be lower than an amount corresponding to a reasonable royalty for the use of the trade secret.

• Criminal sanctions and corporate liability

The Draft Law introduces criminal sanctions for infringements. Individuals who unlawfully acquire, use or disclose a trade secret may face imprisonment ranging from one to four years, together with monetary fines.

Individuals who knew, or ought to have known, that a trade secret had been unlawfully acquired, used or disclosed may face imprisonment ranging from two to five years, together with monetary fines for acquiring, using or disclosing that information. Individuals dealing in infringing products with the same level of knowledge may likewise face imprisonment ranging from one to three years, together with monetary fines.

Importantly, imprisonment sanctions may not only apply to individuals with actual knowledge, but also to those who knew or ought to have known that the relevant trade secret had been unlawfully acquired, used or disclosed. The explanatory memorandum does not articulate a clear legal test on how courts should determine whether a person falls within the category of one who “ought to have known”. The memorandum does, however, provide the example that where the formula of a globally recognised branded product is unlawfully obtained and subsequently shared with, and used by, a third party, that third party cannot rely on lack of knowledge or good faith as a defence. 

The use of this standard could materially broaden criminal exposure by capturing wilful blindness or failures to undertake reasonable commercial due diligence, rather than applying only to cases of actual knowledge.

Although the Draft Law defines an infringer as both individuals and legal entities, imprisonment-based sanctions would be enforceable only against the individuals responsible for the relevant acts under general principles of criminal law. The Draft Law does not expressly set out separate criminal security measures applicable to legal entities (e.g. confiscation or cancellation of licences). This means that infringing companies would primarily be exposed to civil remedies, regulatory consequences and the potential criminal liability of relevant officers or employees. 

• Procedural confidentiality and disclosure to authorities

The Draft Law also contains provisions aimed at protecting trade secrets during judicial proceedings, including confidentiality measures relating to hearings, files and court documents.

It further imposes obligations to disclose trade-secret information to courts and, where necessary, during financial or administrative inspections. Public officials and other persons who become aware of such information would be subject to confidentiality obligations and could be subject to sanctions under the Turkish Penal Code if they unlawfully disclose or misuse information obtained in the course of their duties. 

• Limitation periods

Claims under the Draft Law would be subject to a limitation period of one year from the date on which the trade secret holder becomes aware of the unlawful acquisition, use or disclosure, and five years from the date of the relevant act.

Given that trade-secret infringements may only come to light after a considerable period of time, questions may arise as to whether these periods will provide sufficient protection in practice.

• Practical impact on NDAs and internal compliance

If enacted, the Draft Law may require businesses to revisit the definitions of trade secrets and confidential information commonly used in non-disclosure agreements (NDAs), non-compete arrangements and contractual confidentiality provisions, which are often drafted in broad terms. Information that does not cumulatively satisfy the statutory criteria for trade-secret status may fall outside the specific protections available under the Draft Law.

Businesses should review their confidentiality documentation and adopt a more structured contractual approach, expressly distinguishing between “Trade Secrets” qualifying for statutory protection and broader categories of “Confidential Information”. Definitions of confidential information should be drafted to include trade secrets while also covering commercially sensitive information that may not meet the statutory threshold, with both categories supported by contractual remedies such as penalty clauses, enhanced confidentiality obligations and tailored protection measures.

Where trade-secrets form a substantial part of the commercial relationship or are of particular value, parties should also draft detailed identification of the trade secrets, and include protective measures and specific rules governing their use and disclosure.

Consequently, the Draft Law is likely to increase the importance of internal compliance and documentation measures. In practice, businesses may need to demonstrate that reasonable steps were taken to preserve secrecy, including information classification protocols, aligned contractual protections, access controls, encryption, and password protection.

Key takeaways for businesses

If enacted, the Draft Law would establish Türkiye’s first standalone and comprehensive statutory regime specifically governing the protection of trade secrets. Businesses operating in Türkiye should review confidentiality agreements, update internal information governance procedures, strengthen technical safeguards, and prepare reasonable measures and safeguards to preserve their secrecy.

For more information on the Draft Law and its potential application in Türkiye, contact the experts who contributed to this article: Alican.Babalioglu@ybk-av.com and Eylul.Sakoglu@ybk-av.com