106 / 521
Breach of Non-Compete Obligation
A non-compete obligation is a liability for an agent since he/she
cannot establish an agency relation with the competitors of the princi-
pal. Any non-compliance with this liability either may result in com-
pensating the principal, or may cause in the principal to terminate the
agency agreement
5
.
Non-Competition Agreements
Article 123 of the TCC regulates the contractual non-compete
obligation for the period subsequent to the termination of the agency
agreement. In principle, parties are free to continue working together
after the termination of the agency agreement. However, non-competi-
tion agreements are used to be executed for the purposes of the pro-
tection of trade secrets shared during the term of work between the par-
ties, the loyalty obligation of the agent, and the avoidance of any con-
flict of interest. Under Turkish legislation, the provision regulating the
latest agreement for the first time in the TCC originates from the
German Commercial Code. Before the adoption of the TCC, the pro-
visions pertaining to the service contract under the abolished Code of
Obligations numbered 818 were applied when necessary to the agency
agreements, and the non-competition agreements were also treated
accordingly
6
.
Pursuant to Article 123 of the TCC, the agreement by which the
agent’s conduct of business is restricted after the termination of the
contractual relationship between the parties shall be made in writing.
In addition, the principal must deliver a signed document comprising
of the terms and conditions of the non-competition agreement to the
agent. Written form is required for the validity of this agreement
7
.
90
NEWSLETTER 2014
5
Kaya, Arslan
; p. 45.
6
Göksoy, Yaşar Can
, 6102 Sayılı Yeni Türk Ticaret Kanunu’na Göre Acentenin Sözleşme
Sonrası Rekabet Yasağı Anlaşması, Dokuz Eylül Üniversitesi Hukuk Fakültesi Dergisi Cilt:12,
2010, p. 896.
7
Poroy/Yasaman
, p. 262.