A New Framework for the Protection of Trade Secrets: What Does the Draft Law Mean for Companies?

The Draft Law on the Protection of Trade Secrets, which seeks to consolidate Turkey’s currently fragmented rules on trade secret protection under a single legal framework, was opened for public consultation on 8 April 2026. The Draft aims to regulate, in a more systematic manner, the definition of trade secrets, the unlawful acquisition, use and disclosure of such information, as well as the civil and criminal remedies available in the event of infringement.

“Reasonable Measures” in Trade Secret Protection

The Draft defines a trade secret as information that is not known or readily accessible to competitors, in respect of which its holder has a legitimate interest in preserving confidentiality, which derives commercial value from being secret, and which is protected through reasonable measures. This approach does not cover just any commercially valuable information; rather, it focuses on information that is in fact protected by the company through confidentiality agreements, encryption and similar safeguards. Put differently, whether information can benefit from trade secret protection will depend, to a significant extent, on how that information is actually managed in practice.

Therefore, the Draft makes it more important for companies to identify which information is classified as a trade secret, who may access that information, which technical and contractual measures are in place, and to what extent those measures can be documented.

Cases of Lawful Acquisition

The Draft recognises that trade secrets may, in certain circumstances, be lawfully acquired. In this context, the observation, examination, analysis, testing or disassembly of a product or service that has been lawfully acquired or made available to the public may, subject to certain conditions, constitute lawful acquisition.

That said, this approach does not amount to unlimited freedom in relation to reverse engineering. According to the explanatory memorandum, for reverse engineering to qualify as a lawful means of acquisition, the relevant product or service must either have been lawfully obtained from a person who is under no legal or contractual restriction preventing its acquisition, use or disclosure, or must already have become publicly available.

Who May Be Liable in the Event of Infringement?

One of the notable features of the Draft is that goods or services developed by making substantial use of an unlawfully acquired trade secret may also fall within the scope of risk. The issue is therefore not limited to identifying who first leaked the information. Persons who subsequently use that information, process it, incorporate it into a product or otherwise commercialise it may also, under certain conditions, face liability.

Similarly, in compensation claims brought by the trade secret holder, it may be possible to seek not only the loss suffered, but also recovery of the gains obtained by the infringer through the unlawful use. For this reason, the Draft requires companies to pay closer attention not only to their internal confidentiality measures, but also to the limits of information sharing in their third-party relationships, the contractual safeguards in place, and the flow of data throughout the supply chain.

Whistleblowing as an Exception

The acquisition, use or disclosure of a trade secret does not constitute unlawfulness where it occurs: (i) for the purpose of revealing unlawful conduct, provided that the person acts with a view to protecting the general public interest; (ii) within the scope of freedom of expression, freedom of the press and freedom of information; (iii) where employees provide information to employee representatives as necessary for the legitimate performance of their duties under applicable law; or (iv) for the protection of a legitimate interest recognised by law.

From a whistleblowing perspective, this provision seeks to strike a balance between trade secret protection and disclosures made in the public interest. In other words, where a person acts with the aim of exposing unlawful conduct and protecting the general public interest, the mere fact that the disclosed information qualifies as a trade secret will not, in itself, automatically render that conduct unlawful. The provision therefore provides an important line of defence for whistleblowers, particularly in cases involving bribery, corruption, fraud, occupational health and safety breaches, environmental violations or human rights abuses. However, consistent with the EU approach, this does not amount to an unlimited safe harbour. The protection is centred on the public-interest purpose, the existence of an actual illegality, and the requirement that the disclosure be necessary and proportionate for achieving that purpose.

Interim Relief Mechanisms

The Draft grants trade secret holders a broad range of protective tools. Upon request, the court may temporarily prohibit the use or disclosure of the trade secret; suspend the production, placing on the market, importation, exportation or storage of infringing products; seize such products; and also order the blocking of access to, encryption of, or seizure of documents, materials or electronic data containing the trade secret. In the main proceedings, claims may be brought for determination, prohibition, recall, destruction, elimination of the consequences of the infringement, and pecuniary and non-pecuniary damages.

Accordingly, the Draft does not establish a regime limited to ex post compensation claims in trade secret disputes; it also envisages swift intervention tools with potentially significant operational consequences.

Confidentiality During Court Proceedings

One of the noteworthy aspects of the Draft is that, where information submitted to the court is of a trade secret nature, it provides for special measures to preserve confidentiality during the proceedings. The judge may order that such information be kept wholly or partially confidential, subject to restricted access, discussed only at hearings with limited attendance, and protected by confidentiality obligations binding on persons participating in the proceedings. Court decisions and minutes may also be shared with third parties only after the trade secret content has been redacted.

This framework appears designed to address a concern frequently raised by companies in practice when initiating proceedings, namely that trade secrets may be disseminated further in the course of litigation itself.

Criminal Liability

The Draft provides for prison sentences of up to five years and judicial fines for acts such as unlawfully acquiring, using or disclosing a trade secret, producing or placing on the market an infringing product, and failing to comply with obligations to provide trade secret information where legally required. This demonstrates that trade secret infringements should be assessed not only as matters of private law, but also as carrying potential criminal law exposure.

The Strategic Dimension of Trade Secret Protection: DPP, EPREL and Access to the EU

EU product legislation is no longer confined to traditional product safety rules. Through tools such as the Digital Product Passport and EPREL, the EU is moving towards a more digital framework in which technical and compliance-related product information is recorded, verified and shared. The Ecodesign for Sustainable Products Regulation expressly establishes the digital product passport, while EPREL is the European Product Registry for Energy Labelling operated by the European Commission.

Against this background, ensuring adequate legal protection for technical information that may qualify as a trade secret matters not only from the perspective of internal confidentiality, but also for Turkish companies’ secure and direct access to the EU’s increasingly digital compliance infrastructure.

Conclusion

Although the Draft has not yet been enacted, companies may wish to begin preparing in certain areas. In particular, it may be advisable to compile a trade secret inventory, clarify data-classification practices, update access rights and technical security measures, review confidentiality obligations applicable to employees and managers, strengthen trade secret protection clauses in third-party agreements, and prepare the evidentiary groundwork that would support swift applications for interim relief in the event of a possible infringement.

The Draft Law on the Protection of Trade Secrets seeks to render Turkey’s trade secret protection regime, which has until now been scattered across various legislative instruments, more systematic, more visible and more operational in practice.

Author

Ömer Faruk Çıkın