Employee Inventions and R&D Intellectual Property in Türkiye: Who Owns the Output

Technopark or R&D-centre status changes the tax treatment and the paperwork the project must carry; it changes none of the above. This guide sets out how the four regimes interact in a real R&D programme, where the contractual layer actually operates, and which decisions have to be taken before work starts rather than after a patent examiner or an acquirer asks the question.

The last row is the one R&D managers underestimate. Article 396/4 of Turkish Code of Obligations No. 6098 bars the employee from using or disclosing production and business secrets learned on the job, and extends the duty past the end of the relationship, but only so far as protecting the employer’s legitimate interest requires. Because Türkiye has no standalone statute on the subject, the enforcement route is assembled from several codes at once, as set out in our note on trade secret protection in Türkiye.

Before any money is calculated, the 2017 Regulation on Employee Inventions (Official Gazette of 29 September 2017, No. 30195) sorts each service invention into one of three groups according to how much of it the undertaking caused: from an invention the employee took on by their own initiative in a matter not directly within their field of duties, without any contribution from the undertaking, through one responding to a need the undertaking identified, to one directly caused by an assignment with the undertaking’s full contribution. The group decides the coefficient, and the coefficient decides the figure.

Planned R&D work (a funded project, a defined problem, laboratory resources, an assigned team) is the textbook description of Group 3. Article 21/3 then sets coefficients that fall as the group number rises: in the first band of gain, 0.0060 for Group 1, 0.0040 for Group 2 and 0.0020 for Group 3, tapering in every later band to 0.0006, 0.0005 and 0.0004. The setting that produces the most inventions is thus the one in which each invention costs the employer least. Article 21/2 adds a ceiling at 150,000 times the net minimum wage, above which no payment obligation arises, and Article 20/2-4 counts equipment, energy, raw materials and allocated labour as the undertaking’s contribution while excluding the inventor’s own labour and general overheads incurred independently of the invention.

Two further provisions belong in any R&D policy. Article 116/1 obliges an employer that has made a full claim to file the first application with the Turkish Patent and Trademark Office, but lets it refrain where the interests of the undertaking so require, and Article 116/2 removes the filing obligation where protecting business secrets requires that no application be made. Refraining on that business-interest ground is lawful but not free: the third sentence of Article 116/1, without prejudice to paragraph 2, provides that where filing is avoided, the likely economic loss to the employee from not obtaining a patent is taken into account in calculating the payment. Article 119 then governs free inventions made during employment: the employee must notify them, the employer has three months to object in writing that the invention is not free, and where the invention falls within the undertaking’s field of activity or serious preparations for it, the employee must first offer the employer the chance to exploit it on appropriate terms without full rights, and the employer loses that priority if it does not answer within three months of receiving the offer.

Article 118/4 closes the loop that most departure disputes turn on: rights and obligations arising from an employee invention are not affected by the ending of the employment contract.

For patentable results, Article 109/1 gives the right to the patent to the inventor or their successors and makes it transferable, so a company that engaged a contractor owns nothing until an assignment is signed; once an application or a patent exists, Article 148/4 and 148/8 make an assignment contract valid only if made in writing in notarised form. Article 109/2 adds that where several people made the invention together the right belongs to all of them unless the parties have agreed otherwise, so a consortium that says nothing has chosen co-ownership by default. For designs the statute is explicit: under Article 73/4, in work-performance contracts outside an employment relationship, the right holder is determined by the contract.

Co-ownership then behaves in a way that surprises commercial teams. Article 112/1 lets each co-owner deal freely with their own share, use the invention after notifying the others, protect the application or patent, and sue infringers alone. But Article 112/2 requires unanimity among the co-owners before a licence can be granted to a third party, the only escape from deadlock being a court application that may in equity confer that power on one or more of them; Article 112/3 bars division of the application or patent for transfer. A jointly owned patent is therefore an asset any single partner can block from being licensed, which is why a well-drafted joint development agreement usually allocates results to one party with a licence back rather than defaulting to shared title. Those terms sit alongside the confidentiality and background-IP provisions handled in commercial contracts, and are far cheaper to settle before the work starts than after a licensee appears.

The copyright layer needs its own clause. Because Article 18/2 of Law No. 5846 gives the employer only the exercise of economic rights, a company that intends to sell, assign or exclusively license a codebase is relying on something narrower than ownership, the point examined in our note on source-code ownership and IP assignment in Turkish software deals.

What they do impose is documentation. The definition of an R&D project in Article 3 of Law No. 4691, and in substantially the same terms in Article 2/ç of Law No. 5746, requires a defined purpose, scope, technical description, duration, budget, special conditions, the in-kind and cash support to be provided by others, and the principles for sharing the intellectual property rights that will arise; both statutes repeat the requirement for design projects. IP allocation is thus part of what makes the activity a qualifying project at all, which is why a project file with an empty IP annex is a compliance problem before it is a commercial one.

The thresholds sit in Law No. 5746: an R&D centre is a separately organised unit of a capital company employing at least fifty full-time-equivalent R&D personnel, and a design centre at least ten, with Article 4/6 empowering the President to reduce the first figure to as low as fifteen, halve the second, or differentiate both by sector. Article 4/5 blocks double-dipping outright: those benefiting from the reductions, exemptions, supports and incentives under Law No. 5746 cannot additionally benefit from Provisional Article 2 of Law No. 4691.

That provisional article is where ownership meets tax. It exempts the management company’s earnings, and taxpayers’ earnings derived exclusively from software, design and R&D activities in the zone, from income and corporation tax until 31 December 2028. A later paragraph addresses the case that matters for an IP-generating team: where those earnings come from the sale, transfer or licensing of intangible rights, the President is empowered to condition the exemption on the rights being obtained through R&D activities and registered, recorded or notified under the relevant legislation, and to limit the exempt portion by the ratio of qualifying to total expenditure. Registration in the right entity’s name is therefore not only an IP question.

Two further points are specific to zones. Article 3 defines a Technology Transfer Office as a structure operating in, among other things, the protection, marketing and sale of intellectual property rights and the management of the resulting income, so a university-linked TTO is frequently the counterparty to an allocation clause. Article 7 permits academic staff, with the university executive board’s permission, to found a company in the zone to commercialise their research, take a shareholding in one, or serve in its management. The same person may therefore be both academic inventor and shareholder of the counterparty, and the clause should be drafted on the assumption that someone else will one day read it.

Article 122/6 then closes the door that most technopark tenants assume is open: the public-funding regime does not reach inventions made in an R&D or design centre or a technology development zone merely because of where the team sits. What triggers it is a contract carrying public institution support, on a project basis. An address is not a funding relationship; the regime applies where the project itself carries public support under a contract.

Two Regulation details decide most academic files. Under Article 29/3 a joint notification must state the contribution shares, and if it does not, the shares are deemed equal. Under Article 29/9, where a patent application is filed without notifying the institution, or a patent is obtained on that basis, an action may be brought against the applicant or holder under Articles 110 and 111 of the Law. Article 32/4 sends inventions notified to more than one institution to a joint application, with the split fixed by agreement between them.

Article 121/9 is the provision that industry counterparties should read first. Where academic staff, students or interns carry out work with other public institutions or private organisations under a specific contract, ownership of the resulting inventions is determined, other statutes aside, by the terms of that contract. The contract governs, which is precisely why it should not be signed on the counterparty’s standard form.

Where the project carries public support, three features change the shape of the deal and belong in the consortium agreement rather than in a later dispute. Ownership is an election the beneficiary has to make in writing, on a clock, under Article 122/1, not something that happens by default. The supporting institution keeps a licence for its own needs under Article 122/4 that the contract can waive only if it says so expressly, together with step-in rights where the invention is not worked. And there is a disclosure freeze: until the election is communicated or the period runs out, nothing may be said that could affect the grant of a patent or utility model, which is the provision that collides hardest with an academic partner’s publication calendar. For an international consortium, Article 38/4 of the Regulation sends ownership back to the partners’ own agreement, so the agreement is the answer, and drafting it thinly is the error. The provision-by-provision detail is in our note on employee inventions and the four-month claim window.

None of that displaces the mandatory core. Article 117/1 prohibits arrangements and practices contrary to the employee-invention provisions to the employee’s detriment, and Article 117/2 invalidates even a formally compliant agreement, including the amount fixed as compensation, where it is significantly incompatible with equity, subject to the six-month objection period in Article 117/3. The workable approach is to settle allocation between the companies in the R&D agreement, settle notification machinery and contribution recording in the workplace policy attached to the employment contracts, and keep the two consistent. Where the programme’s value lies in material that will never be filed, the confidentiality architecture discussed under trade secrets and confidentiality carries the weight instead, and choosing between the two routes at the start of a project, rather than discovering the choice at the end of one, is what most often determines what an intellectual property portfolio is worth.