The short answer to who owns an employee's inventions and designs depends on the type of right and on your relationship with the person who created the work. Rights in works and designs an employee creates as part of their job generally belong to the employer; for an invention, however, the employer acquires its right only by claiming it in writing within four months of the employee's notification. For work produced by a freelance designer, agency or outside consultant, the law does not transfer the rights to you automatically: you need a written contract that lists the rights one by one.
Below we look at the rules for copyright (logos, text, software), trademarks, designs and patents separately, first for your own employees and then for people you work with from outside the company. At the end of the article there is a checklist for reviewing your contracts.
Who Owns What, by Type of Right?
A single product can be the subject of more than one right, and each right has a different ownership rule. The table below summarizes the default rules in the law; cases where the parties can agree otherwise by contract are noted separately.
| Type of right | Your own employee | Freelancer, agency, consultant | Legal basis |
|---|---|---|---|
| Copyright (logo artwork, text, photographs, software) | Unless otherwise agreed, the employer exercises the economic rights | Remains with the author; a written assignment is required | FSEK Arts. 18, 48, 52 |
| Design (appearance of a product or packaging) | For a duty design, the employer is the right holder | Determined by the terms of the contract | SMK Arts. 70, 73 |
| Invention (patent, utility model) | For a service invention, the employer claims it in writing within 4 months | Belongs to the inventor; an assignment agreement is required | SMK Arts. 109, 113–119 |
| Trademark | Belongs to the applicant for registration | Belongs to the applicant for registration; risk of a copyright conflict | SMK Art. 6(6), Art. 7(1) |
Copyright: Logo Artwork, Text and Software
Copyright arises in the person who creates the work; under Article 8 of Law No. 5846 on Intellectual and Artistic Works (FSEK), the author of a work is the person who created it. This rule does not change even if a company paid to have the artwork or code made; the difference lies in who exercises the rights.
For employees, FSEK Art. 18(2) makes things easier: unless otherwise understood from a special agreement between the parties or from the nature of the work, the rights in works created by employees in the course of performing their jobs are exercised by those who employ them. The key phrase here is "in the course of performing their jobs." An illustration designed at home over the weekend by someone who works in the accounting department may not fall within this scope; a campaign visual prepared during working hours by someone hired as a graphic designer does. Keeping the job description written and clear answers, in advance, any dispute that may arise later.
This advantage does not exist for freelance designers, agencies, outside software teams and consultants. FSEK Art. 48 provides that economic rights may be assigned with or without limitation as to duration, territory and content, or that only a permission to use (a license) may be granted; Art. 52 requires these agreements to be in writing and the rights they cover to be specified individually. Unless the rights of adaptation, reproduction, distribution, performance and communication to the public are listed one by one, a sentence such as "all rights belong to you" is open to dispute.
Pay attention to timing as well. Under FSEK Art. 48(3), a disposition concerning a work that has not yet been created is null and void; Art. 50, however, accepts that undertakings to make such dispositions are valid even if made before the work is created. In practice, the contract should contain an undertaking to assign when the work begins, and a written assignment of the delivered work should be documented at each delivery. Undertakings covering all future works as a whole can be terminated by either party on one year's notice (Art. 50(2)); in long-term framework agreements, assignment on a per-delivery basis is therefore safer.
Software also raises the question of source code. Delivery of a compiled application to you does not mean delivery of the source code, its documentation and the list of third-party components; these must be written into the contract separately as delivery obligations.
Logos and Trademarks: Owning the Registration Is Separate from Owning the Artwork
Trademark rights belong to the applicant through registration, regardless of who designed the sign (SMK Art. 7(1)). However, the artwork of a logo can also be a work in its own right, and if no assignment has been obtained from the designer, this is exactly where the problem begins: under SMK Art. 6(6), if a trademark applied for contains a copyright belonging to someone else, the application is refused upon the right holder's opposition; the same ground can also support an invalidation request after registration.
We covered how to draft the assignment agreement in our article on the differences between trademarks and copyright, and the technical side of the application file in our guide to the steps of logo registration. Whether the trademark should be registered in the company's name or the founder's name is a separate decision; we discussed it in our article on registering a trademark in a personal or company name.
Designs: The Employer Owns Employee Designs
As a rule, the right to a design belongs to the designer or their successors and can be transferred (SMK Art. 70(1)). For employees, SMK Art. 73 provides for three different situations:
- Duty design: For designs the employee creates during the employment relationship as part of the activity they are obliged to perform in the business, or based largely on the experience and work of the business, the employer is the right holder unless otherwise understood from a special agreement or from the nature of the work (Art. 73(1)).
- Other designs made using workplace resources: For designs outside this scope but made using the knowledge and tools of the workplace, the employer is the right holder if it claims them (Art. 73(2)). In that case, the employee can ask for compensation determined according to the importance of the design; if the parties cannot agree, the court sets the amount (Art. 74(1)).
- Work performed outside an employment relationship: In relationships such as a contract for work with a freelance designer or a design studio, the right holder is determined according to the terms of the contract between the parties (Art. 73(4)).
The last item is decisive for companies that outsource product design: if the contract says nothing about ownership, the design stays with the designer. If someone who is not the true right holder files a design application, the right holder can ask the court to transfer the design to them; this claim must be brought within three years of the publication date, and no time limit applies in cases of bad faith (Arts. 71(1), 71(3)). We summarized the order and timing of design applications on our design registration service page.
Inventions: Service Inventions, Free Inventions and Deadlines
An employee's invention does not pass to the employer automatically; SMK Arts. 113–119 set up a system based on a notification and claim procedure. First a distinction is made: an invention made by the employee during the employment relationship as part of the activity they are obliged to perform in the business, or based largely on the experience and work of the business, is a service invention; any other invention is a free invention (Art. 113(1)–(2)). Students and interns who serve without pay and without a fixed term are also subject to these provisions (Art. 113(3)).
For a service invention, the process works as follows:
- Notification: The employee notifies the employer of the invention in writing and without delay, explaining the technical problem, the solution and how the invention was arrived at (Art. 114(1)–(2)). The employer confirms in writing the date on which the notification was received.
- Incomplete notification: The employer states the points that need to be corrected within two months of receiving the notification; if it does not, the notification is deemed valid (Art. 114(4)).
- Claim: The employer notifies the employee in writing of a full or partial claim within four months of the date the notification was received. If no claim is notified in time, the invention becomes a free invention (Art. 115(1)).
- Outcome: With a full claim, all rights in the invention pass to the employer when the claim reaches the employee; with a partial claim, the invention becomes a free invention and the employer obtains only a right of use (Art. 115(2)–(3)).
- Compensation and filing: With a full claim, the employee can ask for reasonable compensation (Art. 115(6)); as a rule, the employer is obliged to file the first patent application (Art. 116(1)).
The employee must keep the invention confidential until it becomes a free invention (Art. 114(6)). The employee also notifies the employer of a free invention while the employment relationship continues; the employer can assert in writing within three months that the invention is not free (Art. 119(1)–(2)). If a free invention falls within the business's field of activity, the employee must offer the employer a right to use it before exploiting it in any other way; if the employer does not respond within three months, it loses its priority right (Art. 119(4)).
These provisions are mandatory. The employer cannot make arrangements or engage in practices to the detriment of the employee; for a service invention, freedom of contract begins after the patent application is filed (Art. 117(1)). A contract or compensation that is significantly inequitable is deemed invalid; the objection must be made in writing no later than six months after the end of the employment contract (Art. 117(2)–(3)). The compensation tariff and the arbitration procedure to be followed in a dispute are set out in the Regulation on Employee Inventions, Inventions Made at Higher Education Institutions and Inventions Arising from Publicly Funded Projects, published in the Official Gazette of September 29, 2017. SMK Art. 121 contains separate rules for inventions made at universities.
Inventions by Outside Consultants and R&D Partners
The employee invention provisions cover only employment relationships. For an engineer, design office or R&D partner you engage from outside, the basic rule applies: the right to apply for a patent belongs to the inventor or their successors and can be transferred; for an invention made jointly, the right belongs to all of them unless agreed otherwise (Art. 109(1)–(2)).
For this reason, the consultancy agreement should state expressly that inventions arising within the project will be assigned to you, that the consultant will sign the documents needed for the application, and that the consultant will not disclose the invention before filing. If the applicant is not the inventor, the application must explain how the applicant acquired the right to apply (Art. 90(5)). The true right holder can bring an action against an application filed in the name of a person not entitled to it (Art. 110(2)); after the patent is granted, lack of entitlement is a ground for invalidation (Art. 138(1)(ç)). Who owns the invention should therefore be settled before filing.
Contract Checklist
You can review your existing contracts with the following questions:
- Do the employment contract and job description clearly show which work the employee does "in the course of performing their job"?
- Is there a written invention notification form within the company, and is it clear who is authorized to receive notifications?
- Is there a calendar tracking the four-month claim period and a person responsible for the decision?
- Do freelancer and agency contracts list the rights of adaptation, reproduction, distribution, performance and communication to the public separately, by duration, territory and medium?
- Is the assignment documented separately at each delivery, and are source files, layered artwork and source code within the scope of delivery?
- Do the consultant and R&D partner agreements state in writing the assignment of inventions and the obligation to support the application?
- Does the confidentiality clause cover a ban on disclosure before filing and the conditions for portfolio display?
We went into the terms of the confidentiality clause in detail in our article on how to set up an NDA.
Fictional Example: Kavrak Makine
Fictional example: Kavrak Makine is preparing to launch a new product with a new clamping mechanism developed by one of its in-house engineers, a product housing drawn by a freelance designer and a logo prepared by an agency.
Because the engineer developed the mechanism while carrying out R&D duties, the invention is a service invention. The company starts the clock on the day it receives the written notification, notifies a full claim in writing before the four months are up and files the patent application; it separately agrees with the engineer on reasonable compensation. The contract signed with the freelance designer who created the housing design has no ownership clause; under SMK Art. 73(4), the design has remained with the designer. The company obtains a written assignment before filing the design application. The logo contract with the agency, meanwhile, says only "all rights belong to the client"; before filing the trademark application, a supplementary assignment agreement listing the rights one by one is signed. In this way, three different rights are tied to the company through three different routes.
Common Mistakes
- Treating payment as an assignment: An invoice and payment do not show that copyright or design rights have been assigned; a written contract is required.
- Missing the four months: An employer that receives the notification and stays silent is deemed to have accepted that the invention becomes a free invention.
- Zeroing out compensation by contract: A clause waiving compensation in advance to the detriment of the employee does not hold up against the mandatory provisions.
- Treating a consultant like an employee: If there is no employment relationship, the employee invention rules do not apply; the right must be acquired by contract.
- Not asking for the source files: Even if the rights are assigned, without editable files and source code it becomes difficult in practice to develop the product further.
The chain of title is also one of the first things examined in company sales and investment rounds; from that angle, see our article on IP due diligence when acquiring a company, and for cases where you outsource production, our guide to trademark and packaging rights in contract manufacturing.
If you want to set up the notification and claim process for an invention made by your team, or prepare an application with a clear chain of title, at Webx we also plan the steps that document ownership before filing as part of the patent registration process.
Sources
- Legislation Information System — Industrial Property Law No. 6769 (SMK) (Arts. 6(6), 7, 70–74, 90(5), 109–110, 113–121, 138)
- Legislation Information System — Law No. 5846 on Intellectual and Artistic Works (FSEK) (Arts. 8, 18, 48, 50, 52)
- Official Gazette — Regulation on Employee Inventions, Inventions Made at Higher Education Institutions and Inventions Arising from Publicly Funded Projects (September 29, 2017, No. 30195; notification, compensation and arbitration)
