2016.ANA METIN ingilizce.01

(“Regulation”) also contains a parallel provision that allows the possi-

bility to impose a restriction that is unlimited in timeframe on the use

and disclosure of know-how which has not entered the public domain.

Non-Competition Obligation

It is possible to regulate a post-termination non-competition oblig-

ation under the termination agreement. Such an obligation is custom-

ary for agency relationships. It is important to explicitly define the

scope of the territory, products or services and duration, subject to the

non-competition obligation. The non-competition period cannot

exceed a period of one year for the distributor, and two years for the

agent.

Under Turkish law, Art. 123 of the Turkish Commercial Code

(“TCC”)

governing the agency relationship sets forth that post termi-

nation non-compete obligation may be agreed by the parties provided

that a suitable amount of compensation is paid to the agent. The non-

competition agreement must be made in writing, and a written docu-

ment that bears the provisions of the agreement and that is signed by

the principal should be delivered to the agent. Such agreement can be

only made for a maximum period of two years as of the date of termi-

nation and should be limited to the geographical area or the group of

customers entrusted to the agent and to the kind of goods covered

by the agency contract. Council Directive 86/653/EEC

(“Directive”)

also includes similar provisions except for the payment of suitable

compensation to the agent but allows national laws to impose other

restrictions.

As to distribution relationships, post-termination non-competition

obligations are permitted neither as per the Regulation, nor the Block

Exemption Communiqué onVertical Agreements of Turkish Competition

COMMERCIAL LAW

Turkish Commercial Code no. 6012 was published in the Official Gazette dated February 14,

2011 and numbered 27846, and entered into force on July 1, 2012.

Council Directive 86/653/EEC on the Coordination of the Laws of the Member States relating

to Self-employed Commercial Agents was published on December 31, 1986. The provision

regarding post-termination non-competition obligation of agents is in Article 20 of the

Directive. To find the English version of this Directive see:

tent/EN/TXT/HTML/?uri=CELEX:31986L0653&from=EN (accessed on: 09.07.2015).