5 Things You Need to Know About Non-Disclosure Agreements (NDAs) in Türkiye

Non-disclosure agreements (NDAs), or gizlilik sözleşmeleri in Turkish, are legally binding contracts used to protect confidential business information.

Whether called confidentiality agreements (CAs), confidential disclosure agreements (CDAs), or proprietary information agreements (PIAs), they all serve one goal: preventing unauthorized disclosure of sensitive information.

In this blog, Bayraktar Attorneys explains the essentials of NDAs in Türkiye, covering what businesses, investors, startups, and professionals need to know before drafting or signing one.

1. What Is an NDA and Why Is It Important in Türkiye?

An NDA protects business information, trade secrets, and sensitive data from being shared outside the agreed parties.

In Türkiye, NDAs are widely used for:

• Business deals (including mergers and acquisitions)

• Employment contracts, especially with key employees

• Partnerships with suppliers or consultants

• Technology transfers or know-how sharing

• Investment negotiations and due diligence

For Turkish businesses, NDAs help:

• Set clear expectations

• Protect valuable assets (like client lists or pricing strategies)

• Preserve trade secret protections under Turkish law

• Provide additional legal grounds for action in case of breach

An NDA is often one of several key contracts a company needs in Türkiye to safeguard its operations.

2. When Does an NDA Become Effective in Türkiye?

An NDA is valid in Türkiye once it's properly signed and executed.

• Unilateral NDA: One party discloses, the other protects.

• Mutual NDA: Both parties exchange confidential information and agree to protect it.

There must also be something of value exchanged, known as consideration. This could be employment, access to sensitive negotiations, or another meaningful benefit.

Be careful: NDAs can become invalid if they are:

• Overly broad in scope or duration

• Covering non-confidential or already public information

• Demanding illegal acts (such as hiding reportable conduct)

• Unbalanced or unclear in obligations

3. What Happens If an NDA Is Breached in Türkiye?

NDAs are legally enforceable contracts under Turkish law.

If breached, the harmed party can:

• File a breach of contract lawsuit

• Seek precautionary injunctions (ihtiyati tedbir kararı) to stop disclosure

• Claim damages for misuse of trade secrets or confidential information

• Pursue claims under Turkish intellectual property laws

At Bayraktar Attorneys, we regularly help clients enforce NDA rights or defend against unfair NDA claims. Confidentiality duties also often overlap with non-compete obligations for board members and shareholders in joint stock companies.

4. Why Clear Language Is Critical

The effectiveness of an NDA depends on precise, clear drafting.

A well-drafted NDA defines:

• What is confidential

• Who is bound

• For how long

• Which legal system applies (usually Turkish law and Istanbul courts)

Ambiguous or poorly drafted NDAs often lead to disputes, unenforceability, or loss of protection.

5. International NDAs: Special Considerations for Foreigners

For foreign businesses or individuals dealing with Turkish companies, cross-border NDAs require extra care.

Bayraktar Attorneys advises clients on:

• Ensuring the NDA complies with both Turkish law and international standards

• Including clear clauses about applicable law, jurisdiction, and dispute resolution (for example, arbitration or Turkish courts)

• Managing translation issues: sometimes NDAs must be in Turkish, or a bilingual version should be prepared to avoid disputes

• Navigating local data privacy and confidentiality laws alongside international obligations

For multinational deals, having a Turkey-specific NDA or adapting an international NDA to Turkish practice is essential to avoid surprises. The same care applies to broader cross-border investment arrangements involving Turkish counterparts.

Do You Need a Lawyer?

While many companies attempt to use NDA templates, if your case involves cross-border deals, intellectual property, high value transactions, or complex partnerships, working with the right type of Turkish lawyer is essential.

At Bayraktar Attorneys, we specialize in:

• Drafting Türkiye-specific or bilingual NDAs

• Reviewing and negotiating terms for both Turkish and foreign clients

• Providing representation in NDA-related disputes in Türkiye

Protecting sensitive information isn't just about having a document — it's about having the right legal strategy.