# Taking a Trademark Licence: What Should the Licensee Watch Out For? > The trademark's register record, exclusivity, recordal, the licensor's renewal undertaking and exit scenarios: the licensee's checklist before signing. - Canonical: https://www.webx.net.tr/en/blog/trademark-licensing-checklist-for-licensees - Language: en - Last updated: 2026-10-23 - Publisher: Webx Marka Patent ve Fikri Sınai Haklar Danışmanlık A.Ş. (https://www.webx.net.tr/) _Machine-readable copy of the page above. The canonical HTML page is authoritative; fees and regulations may change — check the last-updated date._ --- As a licensee, this is what you are doing: **you are building a business on someone else's trademark with your own money.** That is why your checklist comes down to five headings: **verifying the trademark's register record** before signing, **clarifying the degree of exclusivity** of the right you are acquiring, **having the licence recorded in the register**, **getting the licensor's undertakings in writing** (renewal, validity, defence) and planning the **exit scenarios** on the way in. What costs licensees most is what the agreement leaves out. If it is silent, your licence is not exclusive, and tomorrow your competitor could take the same licence. An unrecorded licence can leave you exposed if the trademark is sold. Our [Trademark Licence Agreement](https://www.webx.net.tr/en/blog/trademark-licence-agreement-guide) guide walks through the overall shape of the agreement, and [the licensor's checklist](https://www.webx.net.tr/en/blog/trademark-licensing-checklist-for-licensors) shows how the other side sees it. If you have not yet decided between a licence and a franchise, start with [our comparison article](https://www.webx.net.tr/en/blog/trademark-licence-vs-franchise). ## Before Signing: Pull the Trademark's Register Record The first step in a licence negotiation is not the fee but verification. Examine the register entry using the trademark number ([how to do a trademark search](https://www.webx.net.tr/en/blog/how-to-do-a-trademark-search) has its own article) and get an answer to every one of these questions: 1. **Is the trademark registered, or still at the application stage?** An application can be refused; a licence fee paid for an unregistered sign is the price of an agreement whose subject matter never came into existence. 2. **Does the scope fit your business?** If the product you manufacture or the service you provide is not on the registration's class list, the permission you have been given does not protect you. 3. **When does the term of protection expire?** For a trademark whose term is nearing its end, the renewal undertaking becomes critical. 4. **What is registered against it?** A pledge, an attachment, an interim injunction, other recorded licences: all of these affect the framework of your use. 5. **Is there any pending litigation or revocation request?** An invalidation action against the trademark, or a revocation request filed with TÜRKPATENT (revocation has been decided by the Office rather than the courts since 10 January 2024, Article 26 SMK), could remove the very subject matter of the licence. 6. **Is there a non-use risk?** A trademark that has not been used for five years is [open to a revocation request](https://www.webx.net.tr/en/blog/trademark-use-requirement-and-the-five-year-rule); ironically, your use will save the trademark, but if revocation proceedings have already begun it may be too late. 7. **Is the other party really the proprietor?** The proprietor shown in the register and the person or company signing the agreement must be the same; if the name has changed or an assignment has been taken but not entered in the register, those records must be corrected first. ## Exclusivity: What Exactly Are You Buying? The statutory default works against the licensee: **unless otherwise agreed, a licence is not exclusive**. If the agreement contains no exclusivity clause, the licensor can grant the same licence to your competitor tomorrow and continue to use the trademark itself. Legally, you cannot object. If your marketing plan is built on being "the only representative of this brand in the region", have three things expressly written in: that the licence is exclusive, the scope of the licensor's own use (and its limits, if that use is to continue), and the geographical and channel-based framework of the exclusivity. How online sales fit into the definition of territory must also be resolved in this clause. ## Recordal in the Register: The Licensee's Life Insurance When it comes to recordal, the parties' interests are asymmetric: for the licensor it is a matter of good order, for the licensee a matter of *existence*. A licence that is not recorded in the register cannot be relied on against third parties acting in good faith; if the trademark is assigned, pledged or new rights are created over it, your unrecorded licence is invisible to those persons. A recorded licence, on the other hand, can also be relied on against the new proprietor who acquires the trademark. Do not make the recordal request a bargaining point; make it a **precondition**. A common and legitimate structure in practice is to tie the first instalment of the fee to completion of the recordal in the register. Under the 2026 fee schedule the recordal fee is TRY 9,870; which party pays it is written into the agreement. ## Seven Clauses That Protect the Licensee 1. The licensor should represent and warrant that it owns the trademark, that it is not aware of any conflict with third-party rights and that the register is clean. 2. If the term of protection expires during the licence term, the licensor's obligation to renew the trademark on time and the sanction for failing to renew must be written in. 3. The licensor's obligation to take action against third-party infringement, your notification duty and (under an exclusive licence) your right to sue, and the sharing of costs should be regulated. 4. If the trademark is invalidated or revoked, the refund of fees and liability must be expressly written in. The statutory regime, as a rule, does not affect performed agreements retrospectively, and a refund can be argued only to the extent fairness requires; the agreement is what closes that uncertainty. 5. If the licensor sells the trademark, the passing of the licence to the assignee (assignment of the agreement, or a new agreement on the same terms) should be secured. 6. If the business grows, have the right to expand into new product groups or territories written in today, together with its terms. Negotiate it while your bargaining power is strong. 7. On expiry and termination, the stock clearance period, what happens to semi-finished goods and packaging, the transition period and the amortisation of investment should be regulated. ## The Licensee's Arithmetic in the Fee Structure As important as the royalty rate is **the definition of the royalty base**: gross turnover, or net sales after returns and discounts? If you are giving a minimum royalty undertaking, sign knowing that you will still pay that amount in a scenario where sales fall short of expectations, and ask for a stepped minimum for the first years. The currency of the fee, the indexation for increases and the reporting periods should be clear; and in return for the licensor's right of audit, you should also have a mechanism for finalising the accounts (an objection period). ## During the Licence: Compliance, Evidence and Digital Assets - Follow the manual and document approvals. Obtain packaging and advertising approvals in writing; the defence that "verbal approval was given" is of no use in a termination dispute. - Archive evidence of use on both sides. Keep your own copy of the invoices and visual samples you send to the licensor, so that in a dispute you have an evidence file too. - Decide at the outset in whose name the branded domain name, social media accounts and marketplace stores will be opened, and to whom they will be handed over on termination. Leave these lines out and this is where the toughest negotiation happens on termination day. - In the shadow of the licensed trademark, register and keep alive your own trade name and trademark too, so that you are not left nameless in the market if the licence ends. ## 5 Mistakes That Leave a Licensee Stranded 1. Paying the full fee for a sign still at the application stage. An agreement signed without payment conditional on registration and without a refund clause collapses together with the refused application. 2. Assuming exclusivity. The statutory default is the opposite; exclusivity that is not written in does not exist. 3. Leaving recordal to the licensor and forgetting about it. Recordal is your insurance, so put the follow-up into your own calendar. 4. Signing a royalty without a defined base. The phrase "5% of turnover", unless turnover is defined, means renegotiating every year. 5. Never thinking about the exit. A business that has grown dependent on the trademark, from its shop sign to its packaging, can find itself without an identity overnight on the day of termination. ## Three Example Scenarios The scenarios below are fictional; they illustrate common situations rather than real files. **Scenario 1: The scope trap.** A food manufacturer takes a licence for a well-known trademark and starts producing branded snacks. Months later it emerges that the registration covers only "services" classes; in the product group it manufactures, the trademark is not protected at all. The permission obtained in return for the fee paid exists only on paper. Lesson: the class list before the fee, and the register before the class list. **Scenario 2: The default exclusivity shock.** A licensee who believes it is "the sole authorised seller" in its region sees a second licensed seller open in the same province. The agreement contains no exclusivity clause; under the statutory default the licence is non-exclusive, and the licensor's second licence is lawful. Lesson: exclusivity that is not written in does not exist. **Scenario 3: The trademark changes hands.** In the third year of its five-year agreement, the licensee learns that the trademark has been assigned. If the licence was recorded in the register, its position is protected against the new proprietor and the relationship continues; if it was not recorded, it sits down at the table with an assignee acting in good faith, holding only an agreement it can rely on against the former proprietor. Lesson: recordal is insurance not only for a rainy day but for every trademark that changes hands on the register. ## Your Bargaining Power Peaks Before You Sign Taking a licence means renting the strength of an established trademark. The tenant's security, though, lies in the agreement and the register, not in the landlord's word. A signature given before the register record is verified, exclusivity is written in and recordal is made a precondition can turn into an irreversible investment in someone else's trademark. If you want renewal, defence and continuity undertakings from the licensor, ask for them before you sign. If you already have the proposed terms, send them over, together with the trademark number, using our [contact page](https://www.webx.net.tr/en/iletisim). We will pull the register record (scope, encumbrances, litigation, non-use risk) and build the clauses that protect the licensee's side with you; our [legal protection team](https://www.webx.net.tr/en/hizmetler/hukuki-koruma) follows the process from signing to recordal. ## Frequently Asked Questions ### What is the most important check when taking a trademark licence? The most important check is the trademark's register record, examined before signing. Is the trademark actually registered (the application stage does not give sufficient security); does its scope cover your goods and services; when does the term of protection expire; is it subject to a pledge, an attachment, another licence, pending litigation or a revocation request? It should also be confirmed that the signatory is the proprietor shown in the register. The fee should not be discussed until these questions have been answered. ### Could the trademark I am licensing also have been licensed to others? Yes, it may; and if the agreement is silent there is no legal obstacle, because under the Industrial Property Code (SMK) a licence is not exclusive unless otherwise agreed, so the licensor may both use the trademark and license it to others. If you want to be the only one in your market, have an exclusive licence expressly written in and make clear whether the licensor will keep using the trademark and the territorial and channel scope of the exclusivity. ### Why does recordal of the licence in the register matter to the licensee? Recordal matters because, under Article 148(5) of the Industrial Property Code (SMK), an unrecorded licence cannot be relied on against third parties acting in good faith. If the trademark is assigned, pledged or licensed to someone else, an unrecorded licensee's position becomes contentious. In addition, under the same Code the proprietor cannot surrender the trademark without the consent of recorded licensees. Have the agreement state who files for recordal and who pays the fee: TRY 9,870 under the 2026 fee schedule (item 02.01.09), which is updated every year. ### What happens to my licence if the trademark is sold during the licence term? If the licence is recorded, it is protected: a recorded licence can also be relied on against the new proprietor who acquires the trademark. An unrecorded licence, under Article 148(5) of the Industrial Property Code (SMK), cannot be relied on against an assignee acting in good faith, which may leave you with only a contract against the former proprietor. As an extra safeguard, have the agreement expressly require the licensor, in the event of an assignment, to pass the licence on to the assignee on the same terms. ### If the licensed trademark is revoked or invalidated, what happens to the fees I have paid? As a rule, a licence agreement concluded and performed before the decision is not affected retrospectively; fees paid can be reclaimed only to the extent fairness requires. Under Article 27(2) of the Industrial Property Code (SMK), revocation generally takes effect from the date of the request; the retrospective effect of invalidation does not affect contracts already performed, but a full or partial refund may be requested on grounds of equity (Art. 27(3)–(4)). The outcome depends on the facts, so have refunds and liability expressly regulated in the agreement. ### Can I take a licence for a trademark that is not yet registered and still at the application stage? Yes, it is possible: under Article 148(8) of the Industrial Property Code (SMK) and Article 130 of the Implementing Regulation, the licensing rules also apply to applications. The risk for the licensee is high, however: if the application is refused, the subject matter of the licence never comes into existence. If a fee is to be paid for a sign still at the application stage, tie payment to registration and have refund and termination provisions written into the agreement. ### Does a licence give me the right to defend the trademark against third parties? Yes, to an extent that depends on the type of licence. Under the Industrial Property Code (SMK), an exclusive licensee may, unless otherwise agreed, bring infringement actions in its own name. A non-exclusive licensee must first ask the right holder to sue; if the holder refuses or does not sue within three months, the licensee may sue in its own name. Because you suffer the damage first, have notification, the decision to litigate and cost sharing regulated in the agreement. ### Can I assign the licence I have taken to another company or grant a sub-licence? As a rule, no: under the Industrial Property Code (SMK), unless otherwise agreed, the licensee may not assign the rights arising from the licence or grant a sub-licence. Transferring or extending the licensed rights without permission also constitutes infringement. If your group companies or contract manufacturers are going to use the trademark, you need to spot this before signing and have express permission written into the agreement. ### What happens if the agreement term is longer than the trademark's term of protection? The licence lives only as long as the trademark does; if the trademark is not renewed, the licence is left without a subject matter. Protection lasts ten years from the filing date and is renewable for further ten-year periods (Article 23 of the Industrial Property Code (SMK)); a trademark not renewed in time lapses. If protection expires during the licence term, the licensor's undertaking to renew on time and the sanction for failing to do so must be expressly written into the agreement. ## Related Resources - [Legal Protection](https://www.webx.net.tr/en/hizmetler/hukuki-koruma): Explains attorney support for bulletin oppositions, appeals against refusals, counter-statements and trademark infringement cases. - [Trademark Search](https://www.webx.net.tr/en/hizmetler/marka-sorgulama): Provides a free tool and method for checking whether a brand name is registrable by searching similar and registered trademarks. - [Licensing Out Your Trademark: What Should the Licensor Watch Out For?](https://www.webx.net.tr/en/blog/trademark-licensing-checklist-for-licensors): Exclusive or non-exclusive, quality control, the sub-licence ban, recordal, royalty safeguards and termination: the licensor's checklist for trademark licences. - [Trademark License Agreement: Turning Your Brand Into Revenue](https://www.webx.net.tr/en/blog/trademark-licence-agreement-guide): What is a trademark license agreement in Turkey? Exclusive and non-exclusive licenses under SMK Art. 24, key clauses, recordal and the 2026 fee of TRY 9,870. - [Trademark Licence vs Franchise: What Is the Difference?](https://www.webx.net.tr/en/blog/trademark-licence-vs-franchise): A trademark licence grants a right of use; a franchise also transfers the business model, know-how and supervision. The two models compared in a table. - [How to Do a Trademark Search](https://www.webx.net.tr/en/blog/how-to-do-a-trademark-search): How do you search a trademark? The steps for searching TÜRKPATENT records free of charge, what a similarity search must actually cover, and how to read the result. - [The Trademark Use Requirement: The Five-Year Rule and the Risk of Cancellation](https://www.webx.net.tr/en/blog/trademark-use-requirement-and-the-five-year-rule): How trademark cancellation for non-use works in Turkey: the clock runs from registration, genuine use is required and TÜRKPATENT decides. Articles 9 and 26 SMK. - [Annual IP Audit for Companies: Trademarks, Patents and Designs](https://www.webx.net.tr/en/blog/annual-ip-audit-for-companies): How to run an annual IP audit: the inventory table, trademark, design and patent deadlines, 2026 TÜRKPATENT fee items and a quarter-by-quarter audit calendar.