Technology Transfer Agreements
GlobalB Law structures technology transfer agreements that move valuable IP across borders without inadvertently transferring ownership, triggering regulatory approvals, or creating tax leakage.
Technology transfer involves the movement of intellectual property, software, know-how, technical data, patents, or trade secrets, from one entity to another, often across jurisdictions. The legal complexity exceeds most commercial contracts: export-control regimes, foreign-investment screening mechanisms, sector-specific regulations, tax-treaty implications, and the underlying IP rights framework must all be aligned before a deal closes.
GlobalB Law advises on intra-group IP migrations between Turkish, EU and US entities, a common requirement for startups reorganising their holding structure ahead of investment, as well as arm's-length technology transfer to joint-venture partners, licensees, and acquirers. We coordinate with transfer pricing specialists where the transaction has related-party dimensions, and with regulatory counsel where the technology falls within strategically sensitive categories such as cryptographic software, dual-use goods, or AI systems subject to national-security screening.
Our drafting work covers the full transfer or licence agreement, associated know-how agreements, technical assistance schedules, and non-compete obligations. We also advise on representations and warranties that protect a transferor from claims arising from defects in the transferred technology after the deal closes.
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FAQ
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Do I need regulatory approval to transfer technology from Türkiye to an EU or US entity?
It depends on the nature of the technology. Dual-use items and cryptographic software are subject to export licensing under Turkish export-control law and, depending on the destination, EU and US controls. Certain AI systems and critical infrastructure technology may also trigger foreign-investment screening in the receiving jurisdiction. We conduct a pre-transfer regulatory assessment as a matter of course.
What is the difference between a technology transfer and a technology licence?
A transfer conveys ownership of the IP to the recipient; a licence grants rights to use it without transferring ownership. The tax, accounting, and regulatory treatment differs materially. Many deals that clients initially describe as transfers are more efficiently structured as exclusive perpetual licences, particularly where there are tax-treaty advantages to retaining ownership in a particular jurisdiction.
We are restructuring our startup from a Turkish entity to a Delaware C-Corp ahead of a Series A. How does IP migration work?
IP migration in a flip transaction involves assigning all Turkish IP (software, trademarks, domain names, know-how) to the new US parent, usually in exchange for shares. The assignment must be documented with Turkish IP office filings, a formal assignment agreement, and an accurate valuation. We manage the full process and coordinate with your Delaware counsel on the receiving side.
What warranties should a technology transferor give?
Standard warranties cover title (the transferor owns the IP free of encumbrances), non-infringement (the IP does not infringe third-party rights), and accuracy of technical documentation. We advise on carve-outs for open-source-incorporated components and limitation-of-liability provisions that protect the transferor from post-closing claims about latent defects.
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