The publishing agreement is the document that decides whether a Turkish studio owns a business or a project. It arrives when the studio is weakest, with a build to finish and a payroll to meet, from a counterparty that signs several a month and knows exactly which clauses matter. Under Turkish law the agreement is a bundle of licences or assignments over copyright-protected works, the game as a computer program and as an audiovisual and literary whole, governed by the Law on Intellectual and Artistic Works No. 5846 (FSEK), wrapped in a commercial contract under the Code of Obligations No. 6098 (TBK). FSEK imposes two formal rules that foreign-template publishing agreements often violate, and TBK’s own publishing-contract chapter, written for books, applies only where the parties have not said otherwise. This article walks through the agreement in the order a studio should read it: the grant of rights and its FSEK form, the economic waterfall of minimum guarantee, recoupment and revenue share, the sequels and derivative clauses that decide who owns the franchise, termination and reversion, audit, and the platform-account and data questions that the template usually leaves to the publisher. It builds on our gaming law guide and on getting IP into the company.
What the studio is granting, in FSEK terms
A game is protected under FSEK as a computer program (Article 2(1)) and, in its audiovisual, musical and literary elements, as further works, with the studio as employer exercising the economic rights of its employee developers under Article 18(2) and needing written assignments from freelancers under Article 52. Article 48 gives the studio two ways to let a publisher exploit the game: an assignment of the economic rights (devir), which transfers the right itself, limited or unlimited as to time, place and content, and a licence (ruhsat), which only grants the authority to use the right and leaves ownership with the studio. Most publishing deals are licences: exclusive, for defined platforms and territories, for a term. The distinction matters because a licence for a term ends when the term expires, and even an assignment limited in time or purpose reverts under Article 59, whereas an unlimited assignment does not; and because Article 49 provides that a licensee may transfer the licence to a third party only with the written consent of the rights-holder, which is the statutory basis for the studio’s control over sub-publishing and over the sale of the publisher itself. Article 58 gives the author a statutory right to withdraw from the contract if the acquirer fails to exercise the rights within the agreed or a reasonable time and the author’s interests are thereby substantially harmed, after a notarial notice with a cure period; the right cannot be waived in advance. Article 58 is drafted for the author, however, and a studio exercising its employees’ rights under Article 18(2) should not rely on it alone: the shelving right should also be written into the contract expressly. Article 58 also voids any restriction that prevents the withdrawal right from being exercised for more than two years.
The two formal rules
Article 52 of FSEK requires contracts and dispositions concerning economic rights to be in writing and to specify separately the rights that are their subject. A grant of “all rights in and to the Game in all media now known or hereafter devised” satisfies the first requirement and, in the view of Turkish courts, may fail the second: the rights of reproduction (Article 22), distribution (Article 23), adaptation (Article 21), performance (Article 24) and communication to the public including online transmission (Article 25) should be named. Article 51 adds that contracts transferring rights that future legislation may grant, or waiving the benefit of future extensions of scope or term, are void, which is the Turkish answer to “hereafter devised”. And Article 48(3) declares void a disposition over a work not yet created or not yet completed; Article 50 rescues the practical problem by making promises to make such dispositions valid, terminable on one year’s notice where they concern all future works or a class of them. The drafting consequence is that a publishing agreement for an unfinished game should be structured as an undertaking to grant the itemised rights on delivery of each milestone build, with a confirmatory licence executed at delivery, rather than as a present transfer of a game that does not yet exist.
The money: minimum guarantee, recoupment, revenue share
The economic clauses follow a waterfall. The publisher advances a minimum guarantee (MG) or development funding in milestone tranches; on release, gross receipts from the platforms flow to the publisher, which deducts the platform’s cut, taxes and defined costs to arrive at net revenue; the publisher then retains one hundred per cent (or a high share) of net revenue until it has recouped the MG and, if the contract allows, marketing and localisation spend; after recoupment the parties share net revenue at the agreed percentage. Every term in that sentence is negotiable and every one has a trap. The definition of net revenue decides whether the studio pays for the publisher’s marketing twice; “recoupable” costs should be capped, pre-approved or limited to third-party spend. Cross-collateralisation, under which the publisher recoups the MG for game A from the revenue of game B, should be excluded unless priced. Recoupment at a share lower than one hundred per cent (a “recoup at seventy” clause) gets the studio cash earlier and is worth trading for. Reporting and payment should be monthly or quarterly with statements per platform, currency and territory, and with interest under the TBK on late payment. Because platforms pay the publisher, the studio should also secure a right to view the platform dashboards directly or, better, keep the platform accounts in its own name with the publisher as an authorised user; the account is where the players, the reviews and the revenue live, and an account in the publisher’s name is the hardest asset to recover at the end of the term.
Sequels, derivatives and the franchise
The clause that decides the studio’s future is not the revenue share but the treatment of derivative works: sequels, expansions, ports, remasters, merchandise and adaptations. FSEK’s adaptation right (Article 21) belongs to the studio unless granted; a publishing agreement that grants “the Game and any sequels, prequels, expansions and derivative works” has, if the itemisation survives Article 52, moved the franchise to the publisher for the term. The standard negotiated positions are a right of first negotiation or first refusal for the publisher on the next title, time-limited and on defined terms, with the studio free to take the franchise elsewhere if no deal is reached; a clear statement that the trade mark and characters belong to the studio and are licensed for the term; and an obligation on the publisher to assign to the studio any marketing assets, localisations and platform builds it creates, so that the game can be re-released after reversion without recreating them. Article 49 gives the studio a veto over the publisher transferring the licence, but only if the agreement does not waive it by allowing assignment to affiliates or successors; a change-of-control clause that treats the publisher’s sale as a transfer requiring consent is the studio’s protection against waking up with a publisher it never chose.
Termination, reversion and what comes back
A well-drafted agreement lists the studio’s termination rights: non-payment beyond a cure period, failure to release within a window after final delivery, failure to meet minimum marketing commitments, insolvency, and the Article 58 statutory withdrawal for non-exploitation. On termination or expiry the licence ends, the platform listings pass or revert to the studio, the publisher must deliver the assets, source-code escrow (where the publisher funded engine work) releases, and the publisher’s right to sell existing inventory, if any, is limited to a short sell-off period at the agreed share. The publisher’s termination rights, typically for missed milestones, should be balanced by a cure period and by a settlement of the MG: whether the advanced tranches are repayable, forgiven or converted into a reduced share on the studio’s independent release is the single most contested clause in a failed relationship, and the answer should be written while the relationship is good. Where the publisher has funded development, the ownership of the code written with its money must be explicit; the default under FSEK is that the studio’s employees create for the studio and nothing moves to the funder without an Article 52 writing.
Audit, tax and governing law
An audit clause with a right to inspect the publisher’s books through an independent accountant once a year, with the publisher bearing the cost if underpayment exceeds a threshold, is standard and worth insisting on; the platform statements are the ground truth and the clause should give access to them. Tax follows the structure: royalties paid by a foreign publisher to a Turkish studio may be subject to withholding in the publisher’s country under the applicable double-tax treaty, and the agreement should say who bears it and require the certificates that let the studio credit it. A Turkish studio licensing to a foreign publisher should also consider the export-service VAT and the technopark exemptions we described in the technopark incentives article. On governing law, foreign publishers will propose their own; a Turkish studio can accept it for the commercial terms while noting that the existence and formal validity of the copyright grant over a Turkish work is tested under FSEK regardless, and that TBK’s publishing-contract chapter (Articles 487 to 501), which requires writing (Article 488) and was designed for the print trade, applies only in default of agreement and should be expressly displaced where it does not fit.
Should the studio grant a licence or assign the rights?
A licence, exclusive if the money justifies it, for defined platforms, territories and a term. An unlimited assignment moves ownership and does not revert (one limited in time or purpose reverts under Article 59); it belongs in an acquisition, not a publishing deal. Under FSEK both must be in writing with the rights itemised.
The publisher wants the Steam and App Store accounts in its name. Is that normal?
It is common and it is the studio’s biggest recovery risk. Negotiate for studio-owned accounts with publisher access, or at least a binding transfer obligation on termination with the platform’s transfer procedures reflected in the contract.
Can the publisher sell the agreement to another publisher?
Only with the studio’s written consent under Article 49 of FSEK, unless the agreement grants that consent in advance. Watch for “affiliates and successors” language and add a change-of-control clause.
Related: know-how · trade mark · gaming law in Türkiye · trade mark strategy.
Sources. Law on Intellectual and Artistic Works No. 5846 (Articles 2, 18, 21–25, 48–52, 58–59); Turkish Code of Obligations No. 6098 (Articles 487–501). Statute links open the official Turkish texts on mevzuat.gov.tr.
This article is provided for general information only and does not constitute legal advice. Please seek legal support for an assessment of any specific matter.
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