Drafting Commercial Contracts in Türkiye: Clauses Foreign Businesses Often Overlook

A commercial contract that works well in one legal system does not automatically work the same way in another. Foreign businesses entering agreements in Türkiye sometimes rely on templates drafted for a different jurisdiction, only to find that certain clauses behave differently — or are missing entirely — once Turkish law actually governs the relationship.

Governing Law and Language

Contracts involving a Turkish party frequently specify Turkish law and, in many cases, require a Turkish-language version to be enforceable or admissible before Turkish courts and authorities. Where two language versions exist, the contract should say clearly which one prevails in the event of a discrepancy — leaving this unresolved is a common and entirely avoidable source of later disputes.

Clauses That Are Easy to Overlook

Termination rights, penalty and liquidated-damages clauses, and dispute-resolution mechanisms are all treated somewhat differently under Turkish law than under many common-law systems, and a clause copied verbatim from a foreign template may not have the intended effect. The same is true of non-compete and confidentiality provisions, which are subject to their own reasonableness and enforceability standards under Turkish law. Force majeure clauses deserve similar attention — Turkish courts apply their own tests for what qualifies as an unforeseeable, uncontrollable event, and a clause borrowed from a different jurisdiction may define the concept more narrowly, or more broadly, than intended.

• Confirming which governing law and language version controls
• Reviewing termination, penalty, and dispute-resolution clauses against Turkish legal standards
• Checking that non-compete, confidentiality, and force majeure terms are enforceable, not just standard

A clause that has worked in every other contract a business has signed is not the same as a clause that will work in this one.

How POA Helps

We draft and review commercial contracts for foreign businesses operating in Türkiye, adapting familiar terms to Turkish legal requirements so the agreement holds up the way the parties actually intended.