Recent Development
The Draft Law on the Protection of Trade Secrets (the “Draft”) was released for public consultation by the Ministry of Trade on 8 April 2026. Opinions and suggestions regarding the Draft must be submitted to the General Directorate of Internal Trade of the Ministry of Trade by 15 May 2026. Opinions may be submitted in hard copy; alternatively, they may also be submitted via the Registered Electronic Mail (“KEP”) address or through the e-Government portal. It has been announced that the final version of the Draft text will be finalized after taking the submitted opinions into consideration.
The full text of the Draft and the relevant announcement of the Ministry of Trade are available here. (in Turkish).
Background
In Turkish law, provisions regarding the protection of trade secrets are currently scattered across various laws and secondary legislation. In practice, the protection of trade secrets mainly arises within the framework of the unfair competition provisions of the Turkish Commercial Code, the confidentiality and duty of loyalty obligations regulated under the Turkish Code of Obligations, the Labor Law, the Turkish Penal Code, and specific provisions set out in sector-specific legislation. However, there is no standalone law that directly defines trade secrets, determines the boundaries regarding the lawful or unlawful acquisition, use, and disclosure of trade secrets, and provides protection mechanisms specific to the trade secret holder.
The need to protect trade secrets through a standalone law has long been on the agenda. Indeed, the Draft Law on Trade Secrets, Banking Secrets, and Customer Secrets, which has been under consideration since 2011, has not been enacted. While the previous draft defined trade secrets by reference to information and documents, examples of which were enumerated, connected with commercial enterprises or company activities, the new Draft defines trade secrets not by listing specific categories of information, but rather on the basis of the elements of confidentiality, commercial value derived from such confidentiality, and the taking of necessary measures through reasonable methods by the trade secret holder to ensure that the information remains confidential.
In the general justification of the Draft, the need for a standalone law on the protection of trade secrets is associated not only with ensuring uniformity in domestic law, but also with Türkiye’s digital integration with the European Union, data-driven commercial processes, the need for access to databases such as the Digital Product Passport and EPREL (European Product Registry for Energy Labelling), and the objective of alignment with the European Union Trade Secrets Directive No. 2016/943/EU.
What Does the Draft Introduce?
The Draft consists of twenty-one articles and four sections. The first section regulates the purpose, scope, and definitions; the second section addresses the acquisition, use, and disclosure of trade secrets and the exceptions thereto; the third section sets out the rights of the trade secret holder, preliminary injunctions, actions, compensation, and the protection of trade secrets during judicial proceedings; and the final section regulates the publication of court decisions, requests for information by public authorities, the obligation to maintain confidentiality, criminal provisions, statutes of limitation, the competent and authorized courts, and provisions on entry into force.
i. Definition of Trade Secrets and the Scope of the Draft
The Draft addresses the concept of trade secrets and the fundamental concepts relating to trade secret protection for the first time within the framework of a standalone and systematic law. Under the current Turkish legal regime, the concept of trade secrets is indirectly protected through various legislative provisions, and there is no general framework that directly and comprehensively defines the elements of a trade secret. Under the Draft, a trade secret is defined as information which is not generally known or readily accessible, in whole or in its components, to persons operating in the relevant sector; in respect of which the holder has a legitimate interest in maintaining its confidentiality; which has commercial value due to its confidential nature; and whose confidentiality is ensured by the holder through reasonable methods appropriate to the prevailing circumstances.
The Draft also expressly states that the trade secret holder is the natural or legal person who has the authority to lawfully exercise rights of disposition over the trade secret. Persons who carry out acts of unlawful acquisition, use, or disclosure of a trade secret are referred to as “infringers,” while goods and services designed, manufactured, or marketed by making substantial use of trade secrets that have been unlawfully acquired or used are addressed within the scope of “infringing products.”
Unlike previous legislative initiatives, the definition of a trade secret adopted in the Draft does not enumerate specific types of information in an illustrative or limiting manner. The existence of a trade secret is assessed not on the basis of a categorical listing of the nature of the information, but rather on the elements of confidentiality, commercial value derived from such confidentiality, and the trade secret holder’s adoption of reasonable protective measures. Within this framework, whether a given piece of information constitutes a trade secret is envisaged to be determined based on the characteristics of the specific case.
Pursuant to the Draft, as a general rule, the provisions of the Draft shall apply to trade secrets. However, special provisions set forth in other laws are reserved. Accordingly, with respect to banking secrets, customer secrets, or other categories of secrets regulated under special legislation, the relevant special provisions shall primarily apply; nevertheless, in all other cases where such special provisions are not applicable, the application of the Draft provisions may come into consideration.
ii. Lawful and Unlawful Acquisition, Use, and Disclosure of Trade Secrets
The Draft separately regulates lawful and unlawful acts with respect to the acquisition, use, and disclosure of trade secrets. Accordingly, the acquisition of a trade secret is deemed lawful in cases such as with the consent of the trade secret holder; through independent discovery or creation; or through the observation, examination, analysis, testing, or disassembly of a product or service that has been lawfully obtained or has become publicly available.
Conversely, the acquisition of a trade secret is considered unlawful where it is obtained through unauthorized access to, seizure of, or copying of documents, objects, materials, substances, or electronic data that are under the lawful control of the trade secret holder and that contain the trade secret or from which the trade secret can be derived. In addition, the use or disclosure of a trade secret through the breach of a confidentiality agreement, a non-disclosure obligation, or a contractual or other obligation restricting the use of the trade secret is also regarded as unlawful use or disclosure.
The Draft further considers it unlawful for persons who know or should have known that a trade secret has been directly or indirectly unlawfully acquired, used, or disclosed to acquire such trade secret from the infringer, or to use or disclose it. Similarly, under certain conditions, the production, placing on the market, or the importation, exportation, or storage for such purposes of infringing products may also be deemed unlawful use of a trade secret.
iii. Exceptions
The Draft also makes clear that trade secret protection is not absolute. The acquisition, use, or disclosure of a trade secret shall not constitute unlawfulness in cases such as the disclosure of unlawful activities for the purpose of protecting the general public interest; actions taken within the scope of the freedom of expression and dissemination of thought, freedom of the press, and freedom of access to information; employees providing information to their employee representatives in order to lawfully perform their statutory duties; and the protection of a legitimate interest recognized by law.
iv. Rights of the Trade Secret Holder, Compensation, and Preliminary Injunctions
The Draft grants the trade secret holder the right to request the prevention of the unlawful acquisition, use, or disclosure of the trade secret and the compensation of damages arising from such acts. In this context, the trade secret holder may request the determination of the infringement; the prohibition of the unlawful acquisition, use, or disclosure of the trade secret; the prevention of the production, placing on the market, use, importation, exportation, or storage of infringing products; the recall of products placed on the market; their deprivation of their infringing characteristics; or their destruction.
The claims and compensation mechanisms set out in the Draft largely parallel the remedies commonly relied upon in practice under the unfair competition provisions, given that trade secret infringements are currently mostly asserted within that framework. However, the Draft regulates these claims under a distinct and standalone regime specific to trade secret disputes. In determining the amount of compensation, it is envisaged that all adverse economic effects suffered by the trade secret holder, including loss of profit, as well as the gains obtained by the infringer through unlawful use, shall be taken into account. In addition, it is stipulated that compensation shall, at a minimum, be set at an amount corresponding to a reasonable fee payable for the use of the trade secret.
One of the significant regulations introduced by the Draft concerns preliminary injunction mechanisms specific to trade secrets. Although it is currently possible to request preliminary injunctions under the unfair competition provisions, the Draft expressly regulates more targeted measures specific to trade secret infringements. Accordingly, the court may decide on the temporary prohibition of the use or disclosure of the trade secret or information alleged to constitute a trade secret; the prohibition of the production, placing on the market, use, importation, exportation, or storage of infringing products; the temporary seizure of such products; and the temporary restriction of access to, encryption of, or seizure of documents, objects, materials, substances, or electronic data containing the trade secret or from which the trade secret may be obtained.
v. Protection of Trade Secrets During JudicialProceedings and the Obligation of Confidentiality
One of the most noteworthy regulations introduced by the Draft is the inclusion of specific provisions on the protection of trade secrets during judicial proceedings. In trade secret disputes, the rights holder may be required to submit information constituting a trade secret to the court in order to substantiate its claims. However, in such cases, the trade secret holder faces a serious concern that the information entered into the case file may become public and lose its confidential nature.
To address this issue, the Draft envisages a system for the continued protection of information and documents of a trade secret nature even after they are submitted to the case file. Within this scope, the court may decide on measures such as holding hearings partially or entirely in camera, restricting access to the case file, or excluding information constituting trade secrets from published decisions. In this manner, the Draft aims to prevent trade secret holders from refraining from submitting evidence during the process of seeking legal remedies and to strike a balance between the parties’ right to a fair trial and the protection of trade secrets.
In practice, certain tools for the protection of trade secrets during judicial proceedings have already been used to some extent. Indeed, methods such as submitting information and documents constituting trade secrets to the court in sealed envelopes, de facto restriction of access to the case file, or conducting hearings in private have occasionally been applied within the scope of judicial discretion and general procedural rules, despite the absence of an explicit statutory framework. In this respect, the Draft places the existing practice on a statutory footing and renders the limits and instruments relating to the protection of trade secrets during judicial proceedings more explicit.
The Draft also specifically regulates the obligation of persons participating in the proceedings in various capacities not to use or disclose trade secrets learned by reason of the proceedings. Although the acquisition of trade secrets by these persons within the scope of the proceedings is deemed lawful, the use or disclosure of such information for purposes other than the proceedings shall constitute unlawful use or disclosure.
In addition, the Draft regulates the circumstances under which trade secrets may be requested by courts, public prosecutors’ offices, and certain public institutions. Public officials and other persons who directly or indirectly learn such trade secrets shall not disclose or provide them to anyone other than legally authorized authorities, nor use them for their own benefit or for the benefit of others. It is envisaged that this obligation shall continue even after they leave office, for as long as the information and documents retain their confidential nature.
vi. Statute of Limitations, Competent Court, and Criminal Sanctions
The Draft introduces a specific statute of limitations period for claims arising from trade secret infringements. Accordingly, such claims shall be time-barred one year from the date on which the trade secret holder becomes aware of the infringing party and the unlawful acquisition, use, or disclosure of the trade secret, and in any event five years from the date on which the unlawful acquisition, use, or disclosure took place.
This regulation is particularly significant when compared to the existing unfair competition regime, especially in terms of the longer absolute limitation period. Pursuant to the statute of limitations provision governing unfair competition under the Turkish Commercial Code, unfair competition actions must be filed within one year from the date the entitlement is learned of and, in any case, within three years from the date the entitlement arises. Considering that trade secret infringements are often detected at a later stage and that the effects of such infringements may manifest over time, the five-year absolute limitation period set out in the Draft may offer a more favorable framework for trade secret holders.
The Draft further regulates that, unless otherwise provided, the competent court in trade secret disputes shall be the commercial court of first instance, while the court having jurisdiction shall be the court of the trade secret holder’s place of residence. The Draft also envisages criminal sanctions with respect to certain acts, such as the unlawful acquisition, use, or disclosure of trade secrets and breaches of the obligation to maintain confidentiality.
Conclusion
The Draft aims to consolidate, for the first time, the regulations relating to the protection of trade secrets in Turkish law under a standalone and systematic statute. The definition of trade secrets, the distinction between lawful and unlawful acquisition, use, and disclosure, the regulation of judicial remedies and preliminary injunctions available to trade secret holders, and the inclusion of special procedural provisions for the protection of trade secrets during judicial proceedings are among the key innovations introduced by the Draft.
Within the scope of the regulations envisaged under the Draft, the protection mechanisms that are currently addressed under different legislative provisions with respect to the protection of trade secrets are brought together under a legal framework specific to trade secrets. In this context, claims relating to trade secret infringements, statutes of limitation, the competent and authorized courts, and protective measures that may be taken during judicial proceedings are specifically regulated under the Draft.
Considering that opinions and suggestions regarding the Draft may be submitted to the General Directorate of Internal Trade of the Ministry of Trade until 15 May 2026, it is evident that the scope and systematic structure envisaged by the Draft set out the general framework for the legal protection of trade secrets.
