For Businesses

Licensing Out Your Trademark: What Should the Licensor Watch Out For?

Webx Hukuk Ekibi Publication: 30 August 2026 Updates: 14 September 2026 9 min read

Letting others use your trademark under licence is one of the most productive income models for your registration — if it is set up correctly. What a licensing company needs to watch out for comes down to five headings: a deliberate choice of licence type (exclusive or non-exclusive), a clearly drawn scope (products, territory, channel, term), quality control embedded both in the agreement and in practice, recordal of the licence in the register, and planning termination and its aftermath from the start.

In brief:

If the agreement is silent, the law decides for you: the licence is not deemed exclusive, and sub-licensing is deemed prohibited — but rely on an express clause, not on a default rule.
Under an exclusive licence, if you do not expressly reserve your own right of use, you cannot use your trademark yourself.
Quality control is not a favour but a measure the law expects from the licensor; neglecting it erodes the trademark's reputation and its registration together.
A licence that is not recorded in the register cannot be relied on against third parties acting in good faith (2026 recordal fee: TRY 9,870).
The licensee's use protects you with regard to the use requirement as long as it is documented.

We explained the general anatomy of the agreement in our Trademark Licence Agreement guide; this article looks only through the licensor's lens. The licensee's checklist is the subject of a separate article: Taking a Trademark Licence: What Should the Licensee Watch Out For?

Before the Agreement: Two Strategic Decisions

Exclusive or Non-Exclusive?

The statutory default under Turkish law is clear: unless otherwise agreed, a licence is not exclusive — meaning you can both use the trademark yourself and grant licences to others. Under an exclusive licence the picture is reversed: you cannot grant a licence to anyone else, and if you have not expressly reserved your right of use in the agreement, you cannot use the trademark yourself either. An exclusive licence commands a higher fee; in return, you tie the fate of your trademark in that field to a single business. In this negotiation the right question is not "which one earns more" but "what state will my trademark be in if this licensee fails?"

Start With a Narrow Scope

A licence may be granted for all or some of the goods and services covered by the registration, for the whole country or limited to a region, and for a fixed or an indefinite term. The rule that works in the licensor's favour is this: scope expands with proven performance. Keeping the first agreement narrow in terms of product group, territory and term, and making extensions and expansions conditional on performance, also makes it easier to exit a relationship that is going badly. Online sales must be regulated separately — the concept of "territory" does not work by itself in e-commerce.

The Licensor's Seven Protective Clauses in the Agreement

Quality standard and usage manual. Product or service quality, approved visuals, logo usage and minimum standards should be annexed to the agreement, and the power to amend them should remain with the licensor.
Right of inspection. The right to request samples, to carry out unannounced on-site inspections and to examine sales records (through an independent auditor if necessary) should be written in. A standard that cannot be audited is not a standard.
Ban on sub-licensing and assignment. The statutory default is already a prohibition; even so, write an express clause, and if you are going to allow exceptions, make them subject to written consent.
Fee architecture. In addition to a percentage of turnover, set a minimum royalty; spell out the reporting periods, default interest and the sanction for under-reporting.
Form of the trademark. The licensee must use the trademark in its registered form; changes to colour, spelling or logo should be prohibited. Altered use weakens both the reputation and the strength of proof of use.
Ban on registrations and applications. The licensee should be expressly prohibited from registering the trademark or anything similar in its own name — in Turkey or abroad — and from acquiring domain names and social media accounts.
Termination triggers and the aftermath. Quality breaches, payment default and conduct damaging to reputation should be express grounds for termination; for the post-termination period, the stock clearance period, channel limits and destruction or return at the end of that period should be regulated.

Recordal in the Register: In the Licensor's Interest Too

Recordal of the licence in the register is usually described as "the licensee's safeguard"; in fact it is in the licensor's interest as well. Recordal announces to the market that the trademark is being licensed in a controlled way; if you later want to assign the trademark, it offers the buyer a clean and transparent register; and in a dispute it puts beyond argument who is an authorised user and within what scope. Under the 2026 fee schedule the recordal fee is TRY 9,870, and which party pays it is usually agreed in the contract. Also state at whose request the recordal will be made — two parties each waiting on the assumption that "the other side will record it anyway" carry on with an unrecorded licence.

Quality Control: An Obligation the Law Expects

The quality clause is not a vanity provision; the law expects the licensor to take measures to guarantee the quality of the goods produced or services provided under its trademark. In practical terms: a licence you do not supervise means products entering the market under your trademark but outside your control. If consumers are unhappy with those products, it is not the licensee but your trademark that pays the bill. Tie inspection not to an annual formality but to a regular routine: a sampling schedule, an obligation to report complaints, and monitoring of social media and online marketplaces.

Settle the Infringement and Litigation Front From the Outset

When a third party infringes your trademark, who brings the action depends on the type of licence: an exclusive licensee may, as a rule, sue in its own name, whereas a non-exclusive licensee can take action only under certain conditions. This area should be managed through the agreement — a notification obligation (the party that notices infringement informs the other immediately), who decides on litigation, and how costs and damages are shared. Otherwise, faced with infringement, each party waits for the other, and time and evidence are lost. The general roadmap for infringement scenarios is in the article Someone Is Using My Trademark.

Back the Use Requirement Advantage With Evidence

The most valuable side benefit of licensing for the licensor is this: use of the trademark with the proprietor's consent is, by law, deemed to be use by the proprietor. Even a company that has withdrawn from production and keeps its trademark alive solely through licensing remains safe against the five-year use requirement. But this protection does not operate automatically; when you face a revocation request, you must prove the use. Write into the agreement the licensee's obligation to deliver evidence regularly: periodic sample invoices, packaging and advertising visuals, sales reports — all of it dated and kept in your archive.

The Licensor's Calendar

Renewal stays with you. A licence does not affect the term of protection; the trademark's 10-year renewal cycle is the proprietor's responsibility. If the licence term runs beyond the registration's term of protection, write a renewal undertaking into the agreement — a trademark that is not renewed also gives rise to contractual liability towards the licensee.
Monitor the Bulletin. Similar applications, and any applications the licensee might file itself, can be caught only through regular monitoring.
Manage the contract calendar. Keep the expiry date, extension option and reporting periods in a single calendar; "ghost licences" that carry on in practice after they have expired put both parties in a difficult position in a dispute.

5 Typical Licensor Mistakes

An oral or half-page licence. Written form is a legal requirement; a text without a defined scope means protection without a defined scope.
Failing to reserve its own use under an exclusive licence. A one-sentence omission ends with you being unable to use your trademark in your own market.
Writing an inspection clause and never inspecting. An unused right of inspection comes back at you as an "implied consent" defence when a breach occurs.
Skipping recordal in the register. In assignment, pledge or new licence scenarios, an unrecorded relationship creates uncertainty for everyone.
Not keeping an evidence archive. Collecting documents retrospectively from the licensee when proof of use is needed usually turns out to be too late and incomplete.

Conclusion

Granting a licence is the way of turning your trademark into income that scales with the lowest investment; but the licensor manages its trademark's income, reputation and registration health all through the same agreement. The formula is clear: choose the type deliberately, start with a narrow scope, supervise quality, have the licence recorded in the register, archive the evidence, and build the exit door on the way in. If these six are in place, a licence is more than passive income for your trademark — it is a partnership that grows its presence in the market. A poorly structured licence does the exact opposite: it leaves income to the contract, reputation to chance and the registration to the licensee's mercy.

Thinking of Licensing Your Trademark?

Share your trademark number and the licensing model you have in mind via our contact page; we will check whether the scope of your registration is suitable for licensing, structure the agreement together with the clauses that protect the licensor's side, and complete the recordal in the register. In the period after licensing, our trademark watch service tracks both similar applications and your renewal calendar in a single system.

Frequently Asked Questions

What is the most critical issue when granting a trademark licence?

Keeping control. A licence transfers use, not ownership; but if quality control, limits on scope and termination triggers are not built into the agreement, de facto control passes to the licensee as well. The second critical step is having the licence recorded in the TÜRKPATENT register.

If I grant an exclusive licence, can I still use the trademark myself?

Only if you expressly reserve that right in the agreement. Under an exclusive licence, the licensor may not grant licences to anyone else and, unless it has expressly reserved the right to use the mark, may not use the trademark itself either. That is why the exclusive licence is the model in which forgetting to add a single sentence to the agreement costs the most.

Can the licensee assign the licence to someone else or grant a sub-licence?

As a rule, no: unless otherwise agreed in the contract, the licensee may not assign the rights arising from the licence to third parties or grant a sub-licence. Even so, rather than relying on this default, writing the prohibition (or the conditions for permission) expressly into the agreement shuts down disputes over proof from the outset.

Is it mandatory to record the licence with TÜRKPATENT?

It is not required for validity (except for a licence of a collective mark); however, a licence that is not recorded in the register cannot be relied on against third parties acting in good faith. If the trademark is later assigned, the position of an unrecorded licensee becomes contentious, and that uncertainty also weakens the licensor's bargaining power. Under the 2026 fee schedule the recordal fee is TRY 9,870.

Can the licensee register my trademark in its own name?

Legally it has no right to do so; registration of a trademark by a commercial agent or representative in its own name without the proprietor's permission is a ground for opposition and invalidation. Still, the cheapest protection is prevention: write an express ban on registration and applications into the agreement and monitor the Bulletin so you catch any such application within the deadline — and in foreign markets this risk is even greater.

How do I secure my royalty income?

Through three mechanisms: a regular sales reporting obligation, the right of the licensor (or an independent auditor) to inspect the records, and a minimum royalty. The minimum royalty is also insurance against the possibility that the licensee takes the trademark and does not use it — it protects both your income and the trademark's visibility in the market.

Does the licensee's use protect me with regard to the use requirement?

Yes. Use of the trademark with the proprietor's consent is, by law, deemed to be use by the proprietor. For this protection to work, however, the use must be documented: regularly ask the licensee for invoices, packaging, advertising and sales evidence and keep it on file.

Can I license my trademark to more than one company at the same time?

Under a non-exclusive licence, yes — that is in fact the statutory default. Multiple licensees should be separated from one another by territory, product group or sales channel, and each agreement should maintain transparency about the existence of the other licences. If you have granted an exclusive licence in a given field, you cannot grant a second licence within that scope.

What can I do if the licensee breaches the agreement?

Use that goes beyond the terms of the licence — products outside the scope, sales outside the territory, quality breaches — may constitute not only a breach of contract but also infringement of the trademark right. This opens up an infringement action for the licensor in addition to termination and damages; which tool to choose should be assessed on the facts of the case.

After termination, can the licensee sell the products it still holds?

It comes down to what the agreement says — which is why a post-termination stock clearance (sell-off) period must always be regulated: a reasonable period, limited channels, and destruction of labels and packaging at the end of the period. If this is not regulated, branded stock circulating in the market after termination becomes the subject of a long-running dispute.