Evaluation of the Draft Law on the Protection of Trade Secrets

Introduction

Awaited Draft Law on the Protection of Trade Secrets (“Draft”) has been made available for public consultation by the Ministry of Trade of the Republic of Türkiye (“Ministry”) for the submission of comments and suggestions. Such comments and suggestions should be submitted to the Ministry’s Directorate General of Domestic Trade by 15 May 2026.

Prepared in accordance with the European Union (“EU”) Trade Secrets Directive 2016/943 and the Agreement on Trade-Related Aspects of Intellectual Property Rights (TRIPS Agreement), the Draft aims to define the scope and nature of trade secrets, protect them against unlawful acquisition, use, and disclosure, establish exceptions where the use or disclosure of a trade secret does not constitute an infringement, and regulate the applicable sanctions for violations.

The European Union Harmonization Process and the Importance of the Law

Under current Turkish law, provisions on the protection of trade secrets are dispersed across various pieces of legislation, including the Turkish Code of Obligations, the Turkish Commercial Code, the Labor Code, and the Turkish Penal Code (“TPC”), as well as secondary legislation. This fragmented structure highlights the need for a unified legal framework. The Draft aims to consolidate these scattered rules under a standalone law and to ensure that the protection of trade secrets is aligned with EU standards.

One of the key drivers of the Draft is Türkiye’s objective of achieving greater digital integration with the EU, its largest trade and investment partner, and further advancing the benefits of the Customs Union. In particular, as integration with new digital registration systems such as the EU Digital Product Passport (DPP) and the European Product Registry for Energy Labelling (ERPEL) database progresses, the need for a legal framework that protects Turkish exporters’ trade secrets at a level comparable to that of the EU has become increasingly important. Such a framework will enable Turkish exporters to access the European market directly without being forced to disclose their trade secrets to other companies.

The Draft goes beyond definitions and general principles. It clearly distinguishes between situations where a trade secret is lawfully obtained, such as through independent discovery or reverse engineering, and situations where it is unlawfully obtained through unauthorized access or conduct contrary to the principle of good faith. In addition, the Draft introduces comprehensive interim injunction mechanisms, special procedural rules to preserve the confidentiality of information and documents during litigation, and detailed provisions on compensatory and punitive damages to ensure effective protection of the trade secret holder’s rights.

Notable Provisions

• Article 5 – Exceptions

Article 5 regulates the exceptions to trade secret protection. These exceptions include public interest, freedom of expression, freedom of the press, employee rights, and legitimate interests. The article provides that the disclosure or use of trade secrets on these grounds shall not be subject to sanctions, provided that the relevant conditions are met.

• Articles 7 and 8 – Interim Measures

In addition to the interim measures currently available under the Code of Civil Procedure (“CCP”), articles 7 and 8 introduce special and expedited measures tailored to the nature of trade secrets. These include the temporary prohibition of the use and disclosure of trade secrets; the suspension of the production, marketing, import, and export of infringing products; the seizure of such products; the seizure of documents, materials, or digital data containing trade secrets; and the blocking of access to, or encryption of, relevant data to obtain these measures, the applicant must demonstrate the infringement to the standard of “prima facie evidence.” The party against whom the measures are sought may continue to use the information if it provides satisfactory security to cover the potential damage; however, even if such security is provided, the court will not permit the disclosure of the secret.

• Article 9 – Matters Subject to Litigation

Article 9 grants the trade secret holder the right to request not only the determination and cessation of the infringement, but also additional measures from the court. These include the prohibition of the production, sale, import, and export of infringing products; the recall of such products from the market; and the destruction of documents, materials, or digital data containing the trade secret.

However, if the defendant was unaware of the infringement, or if the destruction or recall of the products would cause disproportionate harm, the court may order only the payment of damages, provided that the trade secret holder’s rights are adequately protected.

• Article 11 – Protection of Trade Secrets During Litigation

Article 11 adopts an approach aimed at protecting the interests of the rights holder during litigation. Consistent with the CCP, the article emphasizes that information may not be withheld from the court on the grounds that it constitutes a trade secret. At the same time, this rule imposes an obligation on the judge to protect the confidentiality of the trade secret throughout the proceedings.

• Articles 13 and 14 – Circumstances Under Which Trade Secrets May Be Requested and Conversion into an Obligation

Articles 13 and 14 regulate the circumstances under which information deemed to constitute a trade secret may be requested. Such information may be requested in investigations conducted by prosecutors, inquiries and prosecutions conducted by courts, financial or administrative audits carried out on behalf of the state, and other cases provided for by law.

However, the Draft provides that requests made in the context of financial and administrative audits or other legally prescribed cases must not be arbitrary. In this way, the Draft seeks to balance the interests of the state with the rights of trade secret holders. By converting compliance with such requests into a legal obligation, the Draft also strengthens the effectiveness of the state and its institutions.

• Articles 15 and 16 – Obligation to Maintain Confidentiality and Prescribed Penalties

Articles 15 and 16 impose a strict confidentiality obligation on public officials and other persons who become aware of trade secrets during legal proceedings, audits, or inspections. These individuals are prohibited from disclosing such information or using it for their own benefit, even after leaving their positions.

Violations are subject to severe and deterrent criminal penalties. Persons who unlawfully obtain, use, or disclose trade secrets, or knowingly place on the market products produced through the use of unlawfully obtained trade secrets, may face imprisonment ranging from one to five years and judicial fines of up to tens of thousands of days, depending on the severity of the offense. In addition, persons who fail to comply with a legal obligation to disclose information, or who misuse a trade secret learned in the course of their profession, may also face imprisonment and be prosecuted under the relevant provisions of the TPC.

• Article 17 – Jurisdiction and Competence

Article 17 introduces a special jurisdiction rule that derogates from the general rule under the CCP, which is based on the defendant’s place of residence. To protect the rights holder and facilitate the initiation of legal proceedings, the courts located at the trade secret holder’s place of residence are designated as having jurisdiction.

Furthermore, due to the specialized nature of commercial disputes involving trade secrets, such cases are assigned to the Commercial Courts of First Instance.

• Article 18 – Statute of Limitations

Article 18 provides that the rights of the trade secret holder are subject to a limitation period of one year from the date on which the holder becomes aware of both the infringement and the identity of the infringer, and in any event five years from the date on which the infringement occurred.

This limitation period requires trade secret holders to act promptly in asserting their rights and pursuing available legal remedies.

Conclusion

The Draft constitutes a significant step toward establishing a coherent, comprehensive, and EU-aligned legal framework for the protection of confidential business information in Türkiye. By consolidating currently fragmented rules under a standalone law, the Draft is expected to enhance legal certainty, strengthen the protection afforded to trade secret holders, and introduce clearer rules on lawful use, disclosure exceptions, interim measures, litigation confidentiality, sanctions, jurisdiction, and limitation periods.

As the Draft is currently open to comments and suggestions, all comments and suggestions should be submitted to the Ministry’s Directorate General of Domestic Trade by 15 May 2026.

You can access the full text of the Draft, which is only available in Turkish, here.