Agency Agreement in Turkey: Template, Key Clauses and Local Law (2026)

A commercial agency agreement in Turkey appoints an independent agent (acente) to solicit or conclude business for a principal on a continuing basis, in return for commission. Turkey regulates the relationship in its Commercial Code, and the rule that catches foreign principals off guard is the agent's goodwill indemnity at the end of the contract. This guide explains the Turkish legal framework, the agent's protections, the clauses an agency agreement should carry, and a template skeleton. It is general information, not legal advice. ## What law governs an agency agreement in Turkey? The core statute is the Turkish Commercial Code No. 6102 (Turk Ticaret Kanunu, TTK), which regulates commercial agency in its provisions on the acente (broadly Articles 102 to 123). The general contract rules of the Turkish Code of Obligations No. 6098 (Turk Borclar Kanunu, TBK) apply where the Commercial Code is silent. Turkish agency law was influenced by the European commercial agents regime, so its structure resembles the EU model, including the end-of-contract indemnity. ## The goodwill indemnity: the point that matters most Article 122 of the Commercial Code gives the agent a goodwill indemnity (denkleştirme talebi, portfolio compensation) when the agency ends. Its purpose is to give the agent an equitable share of the value of the customer base they built, not to punish fault, so the principal's fault is not a precondition. The usual conditions are: 1. the principal continues to gain substantial benefits from customers the agent brought in, after termination; 2. the agent loses commission it would have earned on those customers because the contract ended; and 3. paying the indemnity is equitable in all the circumstances. Key limits for drafting: - Cap. The indemnity may not exceed the agent's average annual remuneration calculated over the last five years (or over the actual term if shorter).

• One-year claim window. The claim must be made within one year of termination.
• No advance waiver. The right cannot be waived before the contract ends.
• No indemnity where the agent is at fault. It is not payable where the agent terminates without justified cause attributable to the principal, or where the principal terminates for cause arising from the agent's own conduct.
• Extends to exclusive distributors. The regime extends to exclusive distribution and similar continuing exclusive relationships, subject to fairness limits. ## Key clauses in a Turkish agency agreement ### Parties, territory and products Name the principal and agent, the products, and the territory. State whether the appointment is exclusive. ### Scope of authority Specify whether the agent only solicits orders or can also conclude contracts binding the principal. ### Commission Set the rate, the covered transactions, and when commission is earned and paid, including repeat orders from introduced customers. ### Duties of each party The agent must protect the principal's interests and act with due care; the principal must supply documentation, support and timely information about accepted or rejected orders. ### Non-compete and confidentiality A post-termination restraint is possible but must be reasonable in scope, time and territory; protect confidential information and customer data. ### Term and termination Fixed or indefinite. Address notice periods and termination for just cause. ### Goodwill indemnity Acknowledge the Article 122 indemnity and how it will be assessed rather than trying to waive it in advance. Record remuneration data so the five-year average can be calculated. ### Data protection If the agent handles personal data, address the Law on the Protection of Personal Data No. 6698 (KVKK). ### Governing law and disputes Choose Turkish law and a forum (courts or arbitration). ## Template skeleton ```

1. Parties, recitals and definitions
2. Appointment, territory and products
3. Exclusivity
4. Scope of the agent's authority
5. Commission: rate, accrual and payment
6. Duties of the agent
7. Duties of the principal
8. Non-compete and confidentiality
9. Term and notice of termination
10. Termination for just cause
11. Goodwill indemnity (Article 122 TTK)
12. Data protection (KVKK No. 6698)
13. Governing law (Turkey) and dispute resolution
14. Signatures

- **Mind the one-year claim window.** The agent must claim within a year of termination; this cuts both ways.
- **Exclusive distributors are covered too.** Structuring the deal as exclusive distribution does not avoid the indemnity.
- **No fault, no indemnity in defined cases.** The indemnity is excluded where the agent is at fault or terminates without justified cause. ## From the agreement to managing the relationship The agency contract is the start, not the finish. Someone has to watch the notice periods and the one-year indemnity window, keep remuneration records so the five-year average can be computed, track commission that keeps accruing on introduced customers, and keep the signed agreement and its amendments straight. When those details live in email and spreadsheets, the indemnity math and the deadlines are what get missed. An AI contract workspace keeps the agency agreement, its clause structure, the key dates and the commission and indemnity terms in one place, so you can draft from a template, see where a clause creates exposure, edit terms in plain language, and get an alert before a deadline. If you want to see drafting, review, tracking and governance in one workspace, [Adira](https://adiralaw.com) is built around that idea. Deep Turkey-specific jurisdiction coverage is on Adira's roadmap today; India is deepest now. ## FAQ