How Do You Protect Trademark and Packaging Rights in Contract Manufacturing?

Protecting trademark and packaging rights in contract manufacturing comes down to making sure the rights arise for you, not the manufacturer: register the trademark in your own name before the production relationship begins, take a written assignment of the packaging and label design rights from the designer, and write the ownership and confidentiality of assets such as molds and recipes into the manufacturing agreement. The manufacturer physically holds the product; if ownership is not documented, it keeps the bargaining power when the relationship breaks down.

The sections below cover, in order, which asset belongs to whom, trademark timing, the chain of rights in packaging design, molds and recipes, a manufacturing agreement checklist, manufacturing abroad and common mistakes.

Who Owns Which Asset in a Contract Manufacturing Relationship?

In contract manufacturing there is no single "product"; the product is the sum of several assets governed by different legal regimes. Each has its own ownership rules, and owning one does not mean you own the others.

The "manufacturer" details on the label do not change this table. Regulations may require the manufacturer's name to appear on the label for some products; this gives the manufacturer no rights in the trademark or the packaging design.

Trademark: File in Your Name and Before Production

Trademark protection is obtained through registration (Industrial Property Law No. 6769 (SMK), Art. 7(1)), and the registration is in the name of whoever filed the application. So the first rule is timing: file before sample requests, quotes and price negotiations begin. Every visual you share with a supplier makes your mark visible before the application.

The application should be made in the name of the person who runs the business and puts the product on the market. The choice between the founder personally, a group company or the operating business directly affects later assignments, licenses and sales; for a comparison, see our article on whether to register a trademark in a personal or company name. Our trademark registration service can help you prepare a list of goods covering each product manufactured.

If the manufacturer files for the trademark in its own name

The SMK contains two specific provisions against this risk. An application by an agent or representative, in its own name and without the trademark owner's consent or a justified reason, for a mark identical to or indistinguishably similar to the owner's mark is refused upon the trademark owner's opposition (Art. 6(2)). If registration has already taken place, the trademark owner can ask the court to prohibit the use and to have the registration transferred to it (Art. 10).

Whether a contract manufacturer counts as an "agent or representative" depends on the actual relationship; not every supplier automatically qualifies. That is why bad faith (Art. 6(9)) is also used as a ground in the opposition: correspondence, orders and sample records showing that the manufacturer knew of the mark because it worked with you are the backbone of the file. Typical scenarios and evidence-building are covered in our article on bad-faith trademark filings. All of these routes take time and money; the cheapest protection is your own earlier-dated application.

The Chain of Rights in Packaging and Label Design

Packaging artwork can be protected by two separate rights. If it qualifies as an original graphic work, copyright arises. In addition, SMK Art. 55(2) treats packaging and graphic symbols as a "product"; if the appearance of the packaging is new and has individual character, it is protected as a design. As a rule, both rights arise for the person who creates the work or design (FSEK Art. 8(1) for copyright, SMK Art. 70(1) for designs).

If your own employee created the design, the employer exercises the rights in the work unless a special contract or the nature of the work indicates otherwise (Law No. 5846 on Intellectual and Artistic Works (FSEK), Art. 18(2)). With an agency or freelance designer, however, the rights do not pass automatically. FSEK Art. 52 requires contracts concerning economic rights to be in writing and to specify the transferred rights one by one; for design rights, SMK Art. 73(4) likewise leaves ownership to the contract in work outside an employment relationship. A disposition concerning a work not yet created is void, but an undertaking to that effect is valid (FSEK Arts. 48, 50); the practical solution is an undertaking to assign in the contract, with the assignment completed in writing on delivery. For the details of the employee versus freelance designer distinction, see our guide on designs created by employees and freelance designers.

The riskiest scenario is packaging prepared by the manufacturer's own graphics team: the rights arise for the manufacturer, and when the relationship ends you may not be able to take the same packaging to a new manufacturer. An unregistered design is protected only against copying and for three years from the date it was made available to the public (SMK Arts. 59(2), 69(2)); a registered design can be protected for up to 25 years through five-year renewals. For a distinctive bottle or box form, design registration is a strong safeguard. The strategy for combining trademark and design on packaging is in our article on packaging design and trademark protection.

Molds, Technical Drawings and Recipes

A mold is a physical item whose ownership depends on the contract; paying for it separately does not settle the matter unless the contract says so expressly. Have the mold shown as a separate line item on the invoice, and write into the contract that ownership is yours, that the mold is held by the manufacturer only in safekeeping and that it cannot be used for other work. Also set when, and at whose expense, the mold will be handed over when the relationship ends.

Recipes, formulas and production methods are usually not registered; they are protected as trade secrets. Art. 55(1)(d) of Turkish Commercial Code No. 6102 (TTK) treats unlawful disclosure or exploitation of production and business secrets as unfair competition; Art. 55(1)(c)(1) treats unauthorized exploitation of an entrusted work product, such as plans and calculations, in the same way. For these provisions to apply, you must be able to show that the information was actually kept confidential: a confidentiality agreement, sharing with restricted access and documents marked "confidential." If the manufacturer developed the formula, put in writing who owns it and that the manufacturer cannot sell the same formula to anyone else.

An often-overlooked issue is improvements made during production. The manufacturer may develop a change to your formula that lowers cost or improves durability. Unless the contract settles in advance who owns it, whether it must be disclosed to you and in whose name any patent application will be filed, a new ownership dispute arises.

Contract Manufacturing Agreement Checklist

A contract manufacturing agreement is not a license agreement; the manufacturer does not use the trademark for its own account but only produces your orders. This distinction should be stated expressly in the contract. For the general clauses of a license, see our trademark license agreement guide; at a minimum, a contract manufacturing agreement should include the following provisions:

1. IP ownership: That the trademark, packaging, design, molds and technical information you provide belong to you; that the manufacturer will not claim rights in them or file applications.
2. Production to order only: That branded products will be made only against a written order and in the ordered quantity; that overproduction is prohibited.
3. Seconds and waste: That defective products, waste and excess printed packaging will not be sold, and will be destroyed with a written record or delivered to you.
4. Limits on use of the mark: That the manufacturer may use your trademark in references, catalogs or on its website only with your written consent.
5. No similar products: An undertaking not to make identical or indistinguishably similar products under its own brand or for others; duration, product group and territory should be set proportionately.
6. Audit right: Authority to inspect the production facility, stock and destruction processes unannounced or on short notice.
7. No subcontracting: That all or part of the work will not be passed to others without your approval.
8. Confidentiality: That recipes, specifications and commercial information remain confidential after the contract ends.
9. Termination: Return or destruction of molds, packaging, labels and stock within a set period.
10. Contractual penalty: A penalty that deters and eases proof, especially for overproduction, unauthorized filings and breach of confidentiality.

Overproduced goods often surface on marketplaces. The route to follow in that case is explained in our guide on counterfeit complaints on marketplaces; the count and destruction records under the contract also become your evidence there.

The Right Order Before Sharing Information with a Manufacturer

The cost of securing your rights depends on the order of steps. Taken after talks with the manufacturer have begun, the same steps cost more and leave the other side room to bargain. The recommended order is:

1. Run a similarity search for the trademark and file the application with a list covering all the goods to be manufactured.
2. Sign a written contract listing the rights one by one with the agency or freelance designer who prepares the packaging and label design; take delivery of the source files.
3. If there is a distinctive bottle, box or product form, consider a design application before promoting the product at a trade fair or on social media.
4. Obtain a confidentiality undertaking before sharing the recipe and technical specification; record each document shared with its date and recipient.
5. Sign the manufacturing agreement with the IP clauses together with the price and delivery terms; place the first order only after that.
6. Keep a separate inventory list for molds, printing plates and packaging stock, and have the manufacturer sign it.

This order also helps in a later dispute: a single file shows when and by which document each asset passed to you.

If You Have Products Made Abroad

A Turkish registration protects only in Turkey. If you have the product made in another country, the manufacturer or intermediaries may register the trademark there before you; in that case, even the export of your products from that country can become a problem. The safeguard is to obtain a registration in the manufacturing country before production talks start; China's specific rules and its subclass system are explained in our article on trademark registration in China.

For products made in Turkey and sold only abroad, affixing the mark to goods or packaging solely for export also counts as use (SMK Art. 9(2)(b)). This matters against the risk of your Turkish registration being revoked for non-use; archive export invoices and packaging samples regularly.

Fictional Example: A Cleaning Products Brand

Fictional example: "Kavrak Temizlik" (fictional) has its surface cleaner made at a contract manufacturing facility. The bottle label was prepared by the manufacturer's graphics team, and the contract states only the price and delivery times. Two years later the relationship ends over a pricing dispute. Kavrak's trademark is registered, but the rights in the label artwork are held by the manufacturer, the printing plates are in the manufacturer's warehouse, and the manufacturer starts selling a product with the same formula under another name.

Kavrak can protect its trademark; but to move the label to a new manufacturer it has to negotiate an assignment of rights, and for the formula, with no confidentiality undertaking in place, it has to rely on a weak unfair competition claim. Had the same company had its packaging prepared from the start by its own agency with a written assignment and written mold ownership and confidentiality into the contract, the split would have been just a change of supplier.

Common Mistakes

• Leaving the trademark application until after the first order and the sharing of samples.
• Having the manufacturer's graphics team prepare the packaging as a free service and not obtaining an assignment of rights.
• Working with an agency on the basis of an invoice alone; not making the written assignment listing each right separately that FSEK requires.
• Paying for the mold without writing ownership into the contract.
• Sharing the recipe without a confidentiality undertaking.
• Not deciding what happens to stock, packaging and waste products at the end of the contract.

Before You Start Contract Manufacturing

Protecting trademark and packaging rights in contract manufacturing depends on a few steps taken before the first meeting, not after production starts: a trademark application in the right name with the right list of goods, a written assignment of design rights and a manufacturing agreement that lists the assets one by one. At Webx, we can plan the timing and scope of your application together around your production schedule.

Sources

• Legislation Information System — Industrial Property Law No. 6769 (SMK) (Arts. 6(2), 6(9), 7(1), 9(2)(b), 10, 55, 59, 69, 70, 73, 148)
• Legislation Information System — Law No. 5846 on Intellectual and Artistic Works (FSEK) (Arts. 18, 48, 50, 52: employee works, transfer of economic rights and written form)
• Legislation Information System — Turkish Commercial Code No. 6102 (TTK) (Arts. 54–55: unfair competition, work product and production secrets)
• TÜRKPATENT — Design (design protection and application information)