How to Prepare a Trade Mark Licence Before Offering Franchises

When you turn your existing business into a franchise network, you are not simply replicating your signage; you are also deciding on what terms others may use your brand. Having a recognised business does not mean that your trade mark rights are ready for franchising. Preparing your trade marks and licensing arrangements before the first agreement helps protect both your investment and that of future franchisees.

1. Verify trade mark ownership and the scope of protection

The first step is to review the legal status of the name and logo you use. Registering a business name, owning a domain name or holding a social media account does not replace trade mark registration. Compare the records held by the Turkish Patent and Trademark Office with the signs actually used in your business.

Compile a trade mark inventory containing:

• The trade mark owner, application or registration number, and current status.
• The goods and services protected, alongside the business’s actual activities.
• Renewal dates and any ongoing oppositions or disputes.
• The word mark, logo and other distinctive signs used in the business.
• Existing licences and agreements that could affect new rights of use.

For example, do not assume that a trade mark protected only for certain products automatically covers retail or food and drink services. Check the list of goods and services in the registration, not just the class number. Discuss any additional applications needed with a trade mark attorney; do not present a pending application as a completed registration.

If the founder owns the trade mark personally but the company will sign the franchise agreement, the company must also be given the authority to grant rights to use it. A company’s right to use a trade mark does not necessarily mean it can grant others that right. Do not overlook this distinction without putting an assignment or an appropriate licensing arrangement in place.

2. Establish the right legal framework in Turkey

Turkey has no dedicated franchise law governing the franchise relationship as a whole. Nor is there a mandatory franchise-specific pre-contractual disclosure document or a general franchise registration system. This does not mean that the relationship is unregulated, however; licensing and permit requirements for the business’s activities continue to apply separately.

Contractual relationships are governed by the Turkish Code of Obligations No. 6098, commercial matters by the Turkish Commercial Code No. 6102, and trade mark rights by the Industrial Property Code No. 6769. General legal principles are important, particularly good faith and liability arising during contract negotiations. The absence of a mandatory disclosure form does not excuse misleading statements about a trade mark.

Article 24 of the Industrial Property Code governs trade mark licensing. A licence may cover all or some of the registered goods or services. Under Article 148, a trade mark licence must be in writing. Where licensing rights are included in the franchise agreement, their scope must still be clearly defined.

Territorial protection, sales restrictions and non-compete clauses must also be reviewed under the Law on the Protection of Competition No. 4054. The former franchise-specific Block Exemption Communiqué No. 1998/7 is no longer in force. Where applicable, the assessment should take account of the Block Exemption Communiqué on Vertical Agreements No. 2002/2; an exemption should not be assumed to apply automatically.

3. Make the limits of the licence clear in the agreement

Saying “you may use our brand” is not enough. Specify which trade mark may be used, for which activities, where and for how long. A trade mark schedule attached to the agreement helps prevent updated logos or new applications from being mistakenly treated as part of the licence.

The licensing provisions should answer these questions:

• For which business premises, territory and sales channels is the right of use granted?
• Who will set up the website, online marketplace shop and social media accounts?
• May the franchisee allow third parties to use the trade mark?
• On what terms will the licence continue if the agreement is renewed?
• Which fee includes payment for the right to use the trade mark?

Territorial franchise protection and an exclusive trade mark licence are not the same thing. A commitment not to open another outlet in a particular neighbourhood does not amount to an exclusive transfer of all trade mark rights. Under an exclusive licence, unless otherwise agreed, the licensor cannot grant a licence to anyone else; nor may the licensor use the trade mark itself unless it expressly reserves that right. Have the provisions protecting the continued operation of your own business checked carefully.

4. Set practical rules for quality control

A trade mark licence is more than permission to use a mark. Article 24 of the Industrial Property Code requires the licensor to take measures to ensure the quality of the goods or services supplied. Your brand usage guidelines should therefore be linked to day-to-day operations.

Alongside logo proportions, colours and signage examples, the guidelines may cover packaging, digital account names, promotional artwork and the handling of customer complaints. Specify who must approve each change and how that approval will be recorded.

Inspection provisions should clearly explain what will be checked, how notice will be given and how non-compliance will be remedied. For example, incorrect signage could trigger a process involving photographic evidence, a written request for correction and a follow-up check. Do not introduce clauses fixing franchisees’ resale prices in the name of protecting brand standards; pricing practices require a separate competition law review.

5. Plan for recording the licence and ending its use

Putting a licence in writing and recording it on the register are separate matters. Under Article 148 of the Industrial Property Code, a licence may be recorded on the register; rights arising from legal transactions that have not been recorded cannot be asserted against third parties acting in good faith. Specify in the agreement who will handle the application, provide the documents and pay the costs.

Agree at the outset how signage, packaging, digital accounts and advertising will be changed when the relationship ends. Separate arrangements may be needed for remaining branded stock, domain names and online listings that could continue to give customers the impression that the former franchisee is authorised. Assess account transfer plans alongside platform rules and personal data protection obligations.

Practical takeaway: Before signing your first franchise agreement, complete your trade mark inventory, documentation authorising the grant of usage rights, written licensing provisions and exit plan. Having these four documents reviewed together will make brand usage clear across your franchise network from the outset.