ULF New York

Contracts Between
TURKEY & the United States

ULF New York has extensive experience preparing, reviewing, and negotiating the full spectrum of international agreements between Turkish and American parties — from defense and energy to M&A, franchise, and infrastructure.

01

International Defense Industry Agreements

International defense industry agreements govern the procurement, co-production, technology transfer, offset obligations, and maintenance of defense systems and military equipment between governments and defense contractors across borders. These contracts operate within a dense regulatory framework: U.S. International Traffic in Arms Regulations (ITAR), Export Administration Regulations (EAR), Foreign Military Sales (FMS) procedures, and Türkiye's Defense Industry Agency (SSB) procurement rules. Key legal issues include export license requirements, technology transfer restrictions, offset and countertrade obligations, government-to-government agreement structures, IP ownership in co-developed systems, and dispute resolution under specialized defense arbitration rules. Türkiye is a NATO ally and a major defense industry partner of the United States — Turkish defense companies (ASELSAN, ROKETSAN, TAI, STM) are active in joint development programs. ULF New York advises Turkish and U.S. defense contractors, subcontractors, and government entities on ITAR/EAR compliance, FMS documentation, co-production agreements, and cross-border defense procurement disputes.

02

International Franchise Agreements

International franchise agreements grant a franchisee the right to operate a business under the franchisor's brand, system, and know-how in a foreign market, in exchange for initial fees and ongoing royalties. These agreements must navigate the regulatory requirements of both the franchisor's home country and the target market — in the U.S., the FTC Franchise Rule mandates pre-sale disclosure through a Franchise Disclosure Document (FDD); in TURKEY, franchise relationships are governed by the Turkish Commercial Code and competition law. Key legal issues include territory exclusivity, quality control and brand standards enforcement, sub-franchising rights, IP licensing and protection, termination and post-termination non-compete obligations, and dispute resolution. Turkish franchise brands are expanding into the U.S. market, and U.S. franchise systems are actively entering TURKEY. ULF New York advises franchisors and franchisees on cross-border franchise structuring, FDD compliance, and franchise dispute resolution.

03

Exclusive Distribution / Sole Agency Agreements

Exclusive distribution and sole agency agreements appoint a single distributor or agent as the exclusive channel for a supplier's products within a defined territory, preventing the supplier from appointing competing distributors or selling directly in that market. These structures are widely used in Türkiye–U.S. trade for industrial equipment, consumer goods, pharmaceuticals, and technology products. Key legal issues include territorial scope and carve-outs, minimum purchase or performance obligations, pricing and resale price maintenance restrictions under U.S. antitrust law and Turkish competition law, marketing and after-sales service obligations, IP and brand usage rights, termination rights and compensation (Turkish law provides significant protections for terminated distributors), and post-termination stock and customer data obligations. ULF New York drafts exclusive distribution agreements that balance the supplier's market control objectives with the distributor's investment protection needs, and advises on competition law compliance in both jurisdictions.

04

International Manufacturing Agreements

International manufacturing agreements govern cross-border arrangements under which a manufacturer in one country produces goods for a brand owner or buyer in another, in accordance with agreed technical specifications, quality standards, and delivery schedules. These agreements are distinct from OEM and ODM contracts in that they focus on the ongoing production relationship rather than product design or brand licensing. Key legal issues include specification compliance and quality assurance mechanisms, inspection and rejection rights, capacity reservation and minimum order commitments, raw material sourcing obligations, IP protection and confidentiality, product liability allocation, customs and trade compliance, and governing law. Türkiye is a major manufacturing hub for textiles, automotive parts, chemicals, and consumer goods exported to the U.S. market. ULF New York structures international manufacturing agreements that protect both parties' commercial interests and ensure compliance with U.S. Customs, CPSC, and FDA requirements where applicable.

05

OEM (Original Equipment Manufacturer) Agreements

OEM agreements govern arrangements where one party manufactures products or components that are then sold under another party's brand name. Common in automotive, electronics, defense, and industrial sectors, these contracts define production specifications, quality standards, intellectual property ownership, exclusivity terms, pricing, and liability allocation. In TURKEY–U.S. trade, OEM structures are frequently used by Turkish manufacturers supplying American brands, or by U.S. companies sourcing components from Turkish industrial partners. ULF New York drafts and negotiates OEM agreements that protect brand integrity, ensure regulatory compliance on both sides, and clearly delineate IP rights.

06

ODM (Original Design Manufacturer) Agreements

ODM agreements cover arrangements where the manufacturer is responsible for both the design and production of a product, which is then sold under the buyer's brand. Unlike OEM, the ODM manufacturer retains design ownership unless contractually transferred. These agreements are critical in consumer electronics, machinery, and industrial goods sectors. Key legal issues include design IP ownership and transfer, confidentiality of proprietary specifications, exclusivity and non-compete obligations, product liability, and compliance with U.S. and Turkish technical standards. ULF New York structures ODM agreements that balance the manufacturer's design investment with the buyer's brand and market interests.

07

Contract Manufacturing Agreements

Contract manufacturing agreements outsource the production of a finished product or component to a third-party manufacturer, while the brand owner retains control over design, specifications, and marketing. This model is widely used in pharmaceuticals, electronics, food and beverage, apparel, and industrial goods. Key legal issues include specification ownership and confidentiality, quality control and audit rights, capacity and lead time commitments, exclusivity and non-compete obligations, product liability and recall procedures, regulatory compliance (FDA, CE marking, Turkish Standards Institute), IP protection against unauthorized production runs, and termination and transition planning. In Türkiye–U.S. trade, contract manufacturing is a primary vehicle for U.S. brands sourcing production in Türkiye and for Turkish companies producing under U.S. brand licenses. ULF New York drafts contract manufacturing agreements that protect the brand owner's IP and quality standards while giving the manufacturer commercially viable terms.

08

Joint Manufacturing Agreements

Joint manufacturing agreements establish a cooperative production arrangement between two or more parties — typically a technology or brand owner and a local manufacturer — to produce goods together, sharing facilities, equipment, labor, costs, and output. These structures are common in defense co-production, automotive, aerospace, and industrial machinery sectors where technology transfer and local content requirements drive the partnership. Key legal issues include the governance of the joint production facility, contribution and cost-sharing arrangements, technology transfer and IP licensing terms, output allocation and offtake rights, quality control responsibilities, liability for defective products, and exit and dissolution mechanisms. In Türkiye–U.S. industrial partnerships, joint manufacturing is frequently used to satisfy local content requirements in government procurement and to leverage Türkiye's competitive manufacturing costs. ULF New York structures joint manufacturing agreements that align the parties' commercial objectives while protecting each party's proprietary technology and investment.

09

Private Label Production Agreements

Private label production agreements govern arrangements where a manufacturer produces goods that are sold exclusively under the retailer's or buyer's own brand, with no reference to the manufacturer's identity. Private label is a dominant model in retail, supermarkets, e-commerce, and pharmacy chains. Key legal issues include product specification ownership and confidentiality, exclusivity of the private label formula or design, quality standards and audit rights, labeling and regulatory compliance (FDA, FTC, Turkish Food and Drug Authority), minimum order commitments, IP protection against the manufacturer producing identical goods for competitors, and termination and transition of production. Turkish manufacturers are significant private label suppliers to U.S. and European retailers in textiles, food, personal care, and household goods. ULF New York drafts private label agreements that protect the retailer's brand exclusivity and the manufacturer's commercial interests, with full compliance across both regulatory systems.

10

Share Purchase Agreements (SPA)

Share Purchase Agreements (SPAs) are the primary legal instrument for acquiring ownership of a company through the purchase of its shares. Unlike asset purchases, an SPA transfers the entire legal entity — including its liabilities, contracts, employees, and regulatory licenses — to the buyer. In TURKEY–U.S. transactions, SPAs must address the requirements of both Turkish Commercial Code and U.S. state corporate law (typically Delaware). Key provisions include purchase price and adjustment mechanisms (locked-box vs. completion accounts), representations and warranties (business, financial, tax, IP, employment, environmental), disclosure schedules, conditions precedent (regulatory approvals, CFIUS, Turkish Competition Authority), indemnification and liability caps, warranty and indemnity (W&I) insurance, and post-closing obligations. ULF New York advises buyers and sellers on SPA structuring, due diligence, negotiation, and post-closing disputes in cross-border share transactions.

11

Merger Agreements

Merger agreements govern the legal and economic combination of two or more companies into a single surviving entity, with one company absorbing the other (absorption merger) or both companies combining into a newly formed entity (consolidation merger). In TURKEY–U.S. cross-border mergers, the transaction must comply with both Turkish Commercial Code merger procedures and U.S. state law requirements, as well as antitrust clearance from the Turkish Competition Authority and, where applicable, the U.S. Department of Justice or Federal Trade Commission. Key legal issues include the merger ratio and share exchange terms, treatment of minority shareholders, employee rights and transfer of employment contracts, regulatory approvals and timelines, tax structuring of the merger, creditor protection procedures, and post-merger integration governance. ULF New York advises on the full merger lifecycle — from structuring and regulatory strategy through documentation, shareholder approvals, and post-merger integration.

12

Demerger / Spin-off Agreements

Demerger and spin-off agreements govern the separation of a company's assets, liabilities, and business units into two or more independent entities. Under Turkish Commercial Code, demergers may take the form of full demerger (tüm bölünme — the company ceases to exist and all assets transfer to new entities) or partial demerger (kısmi bölünme — a defined portion of assets transfers while the original company continues). In the U.S., spin-offs are typically structured as tax-free distributions under IRC Section 355. Key legal issues include the allocation of assets, liabilities, contracts, employees, and IP between the separated entities, tax treatment and ruling strategy, regulatory approvals, creditor and minority shareholder protections, transitional services agreements (TSAs), and post-separation governance. ULF New York advises on demerger and spin-off structuring in Türkiye–U.S. contexts, including cross-border separations where assets or subsidiaries in both jurisdictions must be simultaneously restructured.

13

Cross-Border M&A Agreements

Cross-border mergers and acquisitions between Turkish and U.S. parties involve a complex intersection of corporate, securities, antitrust, foreign investment, and tax law across two jurisdictions. The transaction documents typically include a letter of intent, non-disclosure agreement, share purchase or asset purchase agreement, disclosure schedules, representations and warranties, MAC (material adverse change) clauses, regulatory condition precedents (CFIUS review in the U.S., Competition Authority approval in Türkiye), and post-closing integration arrangements. ULF New York advises Turkish companies acquiring U.S. targets, U.S. investors acquiring Turkish businesses, and joint venture formations between Turkish and American parties — providing end-to-end legal support from due diligence through closing and post-merger integration.

14

International Fund and Investment Agreements

International fund and investment agreements govern the legal relationships between fund sponsors, general partners, limited partners, and portfolio companies in cross-border investment structures. These instruments include limited partnership agreements (LPAs), subscription agreements, side letters, co-investment agreements, management agreements, and portfolio company investment documents (term sheets, SHA, convertible notes). In TURKEY–U.S. investment flows, these structures are used by U.S. private equity and venture capital funds investing in Turkish companies, Turkish family offices and sovereign wealth vehicles investing in U.S. assets, and bilateral investment funds established under TURKEY–U.S. economic cooperation frameworks. ULF New York advises fund managers, institutional investors, and family offices on fund formation, regulatory compliance (SEC, CFTC, CMB), and cross-border investment documentation.

15

Sovereign Wealth Fund Agreements

Sovereign wealth fund (SWF) agreements govern the investment activities of state-owned investment vehicles — funds established by governments from foreign exchange reserves, commodity revenues, or fiscal surpluses — in foreign and domestic assets. SWFs are among the world's largest institutional investors; Türkiye's Türkiye Wealth Fund (TWF) and Gulf sovereign funds are active investors in U.S. real estate, infrastructure, technology, and financial assets. Key legal issues include investment mandate and governance structures, co-investment and limited partnership arrangements with private fund managers, regulatory compliance (CFIUS review for U.S. investments, SEC registration requirements), confidentiality and disclosure obligations, and dispute resolution under international arbitration or bilateral investment treaty frameworks. ULF New York advises sovereign wealth funds, their portfolio companies, and co-investment partners on U.S. market entry, regulatory compliance, and cross-border transaction structuring.

16

Sales Agreements (International Sale of Goods)

International sales agreements govern the cross-border sale and delivery of goods between Turkish and U.S. parties, typically subject to the United Nations Convention on Contracts for the International Sale of Goods (CISG) unless expressly excluded. These agreements define the parties' obligations regarding delivery terms (Incoterms 2020), price and payment mechanisms (letter of credit, documentary collection, open account), title and risk transfer, inspection and rejection rights, warranties and product liability, force majeure, and dispute resolution. In TURKEY–U.S. trade, sales agreements cover a wide range of sectors — textiles, machinery, chemicals, food products, defense components, and technology goods. ULF New York drafts and reviews international sales agreements that clearly allocate risk, ensure compliance with U.S. Customs and import regulations, and provide enforceable dispute resolution mechanisms in both jurisdictions.

17

License and Know-How Agreements

License and know-how agreements grant one party the right to use another's intellectual property — patents, trademarks, copyrights, trade secrets, software, or proprietary technical knowledge — in exchange for royalties or license fees. These agreements are central to technology transfer between Turkish and U.S. companies, covering sectors from manufacturing and pharmaceuticals to software and defense. Key legal issues include the scope of the license (exclusive vs. non-exclusive, field of use, territory), royalty calculation and audit rights, sublicensing permissions, IP ownership of improvements and derivative works, confidentiality of know-how, representations regarding IP validity and non-infringement, and termination and post-termination IP return obligations. ULF New York structures license agreements that protect the licensor's IP while giving the licensee commercially viable terms, with full compliance under U.S. and Turkish IP law.

18

Joint Venture Agreements

Joint venture agreements establish a jointly owned and controlled business entity or project between two or more parties, combining their capital, technology, market access, and expertise to pursue a shared commercial objective. In Türkiye–U.S. business, joint ventures are common in manufacturing, energy, real estate development, defense, and professional services — often structured as a Turkish limited company (limited şirketi) or anonim şirketi, or as a U.S. LLC or corporation. Key legal issues include governance and decision-making (board composition, reserved matters, deadlock mechanisms), capital contributions and funding obligations, profit distribution and dividend policy, IP ownership and licensing between the JV and its parents, non-compete and non-solicitation obligations, exit mechanisms (buy-sell, drag-along, tag-along, IPO), and dissolution. ULF New York drafts joint venture agreements and shareholders' agreements that align the parties' commercial objectives while protecting each party's investment and exit rights.

19

Consultancy and Service Agreements

Consultancy and service agreements govern the provision of professional advisory, technical, or management services across borders — covering engagements between Turkish and U.S. companies in sectors ranging from engineering and finance to legal, IT, and strategic consulting. Key legal issues include the precise definition of services and deliverables, fee structures (fixed fee, time-and-materials, success fee), intellectual property ownership of work product, confidentiality and non-disclosure obligations, non-compete and non-solicitation restrictions, liability caps and indemnification, termination for convenience and for cause, and governing law and dispute resolution. In cross-border engagements, additional considerations include tax withholding obligations, work permit and visa requirements for personnel, and compliance with U.S. Foreign Corrupt Practices Act (FCPA) and Turkish anti-bribery law. ULF New York drafts consultancy agreements that clearly define the scope of engagement, protect confidential information, and ensure enforceability in both jurisdictions.

20

Construction and EPC Agreements

Engineering, Procurement, and Construction (EPC) agreements — also known as turnkey contracts — place full responsibility for project delivery on a single contractor: designing the facility, procuring all equipment and materials, and constructing the asset to an agreed performance specification. EPC contracts are the dominant model for power plants, refineries, petrochemical facilities, LNG terminals, and large industrial projects. Key legal issues include lump-sum vs. reimbursable pricing, performance guarantees and liquidated damages, delay penalties, variation order procedures, risk allocation for unforeseen ground conditions, force majeure, and dispute resolution through ICC or LCIA arbitration. Turkish EPC contractors are globally competitive in energy and industrial construction; ULF New York advises Turkish and U.S. EPC parties on contract structuring, claims management, and arbitration in cross-border projects.

21

Agency Agreements

Agency agreements appoint an agent to solicit orders, negotiate contracts, or represent a principal's commercial interests in a foreign market. Unlike distributors who buy and resell, agents act on behalf of the principal and typically earn a commission on sales concluded. In TURKEY–U.S. trade, agency structures are common in defense, industrial equipment, and professional services sectors. Key legal issues include the scope of the agent's authority (disclosed vs. undisclosed agency), exclusivity and territory, commission calculation and payment triggers, sub-agency rights, termination rights and indemnity obligations under Turkish Commercial Code and U.S. state law, and post-termination non-compete obligations. ULF New York drafts agency agreements that clearly define authority boundaries, protect the principal's IP and confidential information, and ensure enforceability in both jurisdictions.

22

Loan and Financing Agreements

International loan and financing agreements govern cross-border lending between banks, development finance institutions, and corporate borrowers. These instruments include bilateral loan agreements, syndicated facilities, project finance loans, mezzanine financing, and convertible notes. Key legal issues include governing law and jurisdiction (New York law is the global standard for international finance), representations and warranties, financial covenants, events of default and acceleration, security package (pledge, mortgage, assignment of receivables), intercreditor arrangements, and enforcement across jurisdictions. In Türkiye–U.S. transactions, financing agreements frequently involve Turkish borrowers accessing U.S. capital markets or U.S. lenders financing Turkish infrastructure and energy projects. ULF New York advises borrowers and lenders on New York law-governed financing documentation, security perfection, and cross-border enforcement.

23

International Energy and Petroleum Agreements

International energy and petroleum agreements span the full upstream, midstream, and downstream value chain — from exploration licenses and production sharing agreements to pipeline transportation contracts, LNG sale and purchase agreements, and power purchase agreements (PPAs). Türkiye occupies a strategic position as an energy transit hub between Central Asia, the Middle East, and Europe; Turkish and U.S. energy companies are active partners in pipeline projects, LNG trade, and renewable energy development. Key legal issues include regulatory approvals and environmental compliance, price review and indexation mechanisms, take-or-pay obligations, force majeure in energy supply, sanctions compliance (OFAC, EU), and dispute resolution under ICC, ICSID, or UNCITRAL rules. ULF New York advises energy companies, state entities, and investors on the full spectrum of Türkiye–U.S. energy transactions.

24

Concession Agreements

Concession agreements grant a private investor the exclusive right to develop, operate, and commercialize a natural resource, public asset, or infrastructure facility for a defined period, in exchange for concession fees, royalties, or revenue sharing with the state. Common in mining, ports, toll roads, water utilities, and telecommunications, these agreements are a cornerstone of resource-rich country investment frameworks. Key legal issues include the scope and exclusivity of the concession right, minimum investment and work program obligations, royalty and fee structures, stabilization and renegotiation clauses, environmental and social obligations, step-in rights for lenders, and termination and compensation mechanisms. Türkiye has granted major concessions in ports, airports, and energy; ULF New York advises investors and government bodies on concession structuring, regulatory compliance, and ICSID or ICC arbitration arising from concession disputes.

25

Production Sharing Agreements (PSA)

Production Sharing Agreements (PSAs) are the dominant contractual model for upstream oil and gas development in many jurisdictions, including Türkiye and several U.S.-aligned energy markets. Under a PSA, the host state retains ownership of hydrocarbon resources while granting an international oil company (IOC) the right to explore and produce. The IOC recovers its costs from "cost oil" and then shares the remaining "profit oil" with the state according to agreed ratios. Key legal issues include cost recovery caps and ring-fencing, stabilization clauses protecting against adverse law changes, local content requirements, state participation rights, audit and accounting procedures, and dispute resolution under ICSID or ICC rules. ULF New York advises energy companies and state entities on PSA negotiation, cost recovery disputes, and arbitration in Türkiye–U.S. energy transactions.

26

Service Contracts (Energy Sector)

Energy sector service contracts are used in jurisdictions where the state retains full ownership of hydrocarbon resources and does not share production with private companies. Instead, the international oil company (IOC) provides technical, operational, or management services in exchange for a fee — either a flat service fee or a remuneration tied to production volumes. These structures are common in Iraq, Iran, and certain Gulf states, and are increasingly relevant for Turkish and U.S. companies operating in those markets. Key legal issues include fee calculation and payment security, technology transfer obligations, performance guarantees, local content requirements, and force majeure in conflict-affected regions. ULF New York structures energy service contracts that protect the IOC's commercial interests while ensuring compliance with applicable sanctions and export control regimes.

27

Joint Operating Agreements (JOA)

Joint Operating Agreements (JOAs) govern the relationship between co-venturers who jointly hold an exploration or production license. The JOA designates an operator — typically the party with the largest working interest — who manages day-to-day operations on behalf of all parties, and establishes the rights and obligations of non-operators. Key provisions include the work program and budget approval process, cash call and default mechanisms, transfer and pre-emption rights, non-consent elections, liability and indemnity allocation, and dispute resolution. In TURKEY–U.S. energy projects, JOAs are essential for structuring joint upstream ventures, whether onshore in TURKEY or in third-country projects where both Turkish and U.S. companies hold interests. ULF New York drafts and negotiates JOAs aligned with AIPN (Association of International Petroleum Negotiators) model forms, adapted to the applicable governing law.

28

International Airport Operation Agreements

International airport operation agreements are specialized public–private partnership contracts granting a private operator the right to manage, develop, and commercialize an airport for a defined concession period — typically 20 to 49 years. These agreements cover terminal operations, ground handling, retail and commercial revenues, capital investment obligations, performance standards (punctuality, passenger satisfaction, safety), aeronautical and non-aeronautical fee structures, and transfer conditions at concession end. TURKEY has been a global leader in airport privatization — Istanbul Airport and Ankara Esenboğa are landmark examples — and Turkish airport operators are now expanding into international markets, including the United States. ULF New York advises airport operators, investors, and government authorities on concession structuring, regulatory compliance under FAA and ICAO frameworks, financing arrangements, and dispute resolution.

29

Build-Operate-Transfer (BOT) Agreements

Build-Operate-Transfer (BOT) agreements are a cornerstone of infrastructure development in Türkiye and internationally, enabling private investors to finance, construct, and operate public infrastructure — highways, tunnels, bridges, ports, power plants, and hospitals — for a concession period before transferring the asset to the state. The BOT model allocates construction risk to the private party while the state provides revenue guarantees (minimum traffic guarantees, availability payments, or take-or-pay commitments) to make the project bankable. Key legal issues include the concession agreement structure, lender step-in rights, government support agreements, force majeure and change-in-law protections, refinancing rights, and termination compensation. Türkiye's BOT program is one of the world's most extensive; ULF New York advises Turkish and U.S. investors, lenders, and government bodies on BOT structuring, project finance documentation, and dispute resolution under Turkish law and international arbitration.

30

Management Contracts (Infrastructure)

Infrastructure management contracts assign the operational management of a public asset — a port, airport, hospital, water utility, or toll road — to a professional private operator, while the state retains ownership. Unlike concession agreements, management contracts typically do not require the operator to make capital investments; instead, the operator is paid a management fee (fixed or performance-based) for running the facility to agreed service standards. Key legal issues include the scope of management authority and decision-making rights, performance KPIs and incentive/penalty mechanisms, staffing and employment transfer obligations, asset maintenance and capital expenditure responsibilities, audit and reporting rights, termination for performance failure, and handback conditions. Türkiye has used management contracts extensively in port and airport operations; ULF New York advises operators, government authorities, and lenders on management contract structuring, performance disputes, and regulatory compliance.

31

International Infrastructure and Construction Contracts

International infrastructure and construction contracts govern large-scale cross-border projects — highways, tunnels, bridges, ports, dams, power plants, and urban development schemes — where multiple jurisdictions, financing structures, and technical standards intersect. These agreements must address project delivery models (EPC, EPCM, design-build), multilateral financing conditions (World Bank, EBRD, IFC), force majeure and change-in-law provisions, dispute resolution through international arbitration (ICC, ICSID), and compliance with both U.S. and Turkish procurement and environmental regulations. Turkish contractors are among the world's most active in international markets; ULF New York advises Turkish construction groups entering U.S.-financed projects and U.S. developers partnering with Turkish engineering firms on overseas infrastructure.

32

FIDIC-Based Construction Contracts

FIDIC (Fédération Internationale des Ingénieurs-Conseils) contracts are the global standard for international construction and engineering projects, widely used in World Bank, EBRD, and government-financed infrastructure. The suite includes the Red Book (construction), Yellow Book (plant and design-build), Silver Book (EPC/turnkey), and Gold Book (DBO). Key legal issues include the Engineer's role and authority, variation and claims procedures, time for completion and delay damages, risk allocation between employer and contractor, and dispute adjudication boards (DAB). ULF New York advises Turkish and U.S. parties on FIDIC contract negotiation, claims preparation, DAB proceedings, and ICC or ICSID arbitration arising from FIDIC-based disputes — particularly in energy, transport, and public infrastructure sectors.

33

Public–Private Partnership (PPP) Agreements

Public–Private Partnership (PPP) agreements are long-term contractual arrangements between a government authority and a private investor for the financing, design, construction, operation, and maintenance of public infrastructure or services. PPP structures include BOT (Build-Operate-Transfer), BOO (Build-Own-Operate), DBFO (Design-Build-Finance-Operate), and availability-payment models. Critical legal issues include government guarantees and sovereign risk, revenue-sharing and tariff regulation, step-in rights for lenders, termination compensation, and dispute resolution under investment treaties. Türkiye has one of the world's most active PPP programs — hospitals, highways, airports, and energy facilities — and Turkish developers increasingly pursue PPP opportunities in the United States. ULF New York structures and negotiates PPP agreements, advises on U.S. and Turkish regulatory frameworks, and represents clients in PPP-related arbitration.

34

International Service Procurement Agreements

International service procurement agreements govern the cross-border acquisition of services by private corporations, government entities, and multilateral organizations — covering IT outsourcing, engineering services, financial advisory, logistics, maintenance, and professional services. These agreements are distinct from bilateral consultancy contracts in that they typically involve competitive tendering, formal procurement procedures, and compliance with international procurement standards (World Bank, UN, EU, or U.S. Federal Acquisition Regulations). Key legal issues include service specifications and performance standards, pricing and payment mechanisms, subcontracting and supply chain compliance, IP ownership of deliverables, data protection and cybersecurity obligations, sanctions and export control compliance, and dispute resolution. In Türkiye–U.S. service trade, procurement agreements are used by Turkish companies winning U.S.-funded international tenders and by U.S. agencies procuring services from Turkish providers. ULF New York advises on service procurement structuring, bid preparation, contract negotiation, and dispute resolution in cross-border service engagements.

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