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AI-Powered Franchise Agreement Review

Franchise agreement review.
Before you commit.

Non-exclusive territory dressed up as exclusive. Operations manuals that change without your consent. Post-term restraints that exceed what any court would enforce. Kontractually reviews franchise agreements against the Franchising Code and your playbook rules before you sign.

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Franchise agreement checklist

6 provisions to review in every franchise agreement.

These are the provisions that define the value and risk of a franchise investment.

1
Territory exclusivity
Is the franchisee territory exclusive? What constitutes an encroachment? Online sales carve-outs and cross-territory competition provisions are common sources of dispute.
2
Renewal rights and conditions
What are the renewal conditions? Can the franchisor refuse renewal if conditions are met? What happens to goodwill at the end of the term?
3
Unilateral amendment power
Franchising Code of Conduct restricts unilateral amendment of franchise agreements. Clauses allowing the operations manual to be amended without consent need careful review.
4
Transfer and assignment restrictions
Can the franchise be sold? What approval process applies? Unreasonable restraint on transfer affects the value and exitability of the franchise business.
5
Post-term restraint clauses
Non-compete clauses after franchise term expiry must be reasonable. Duration, geographic scope, and scope of prohibited activities are all assessed.
6
Disclosure document compliance
The Franchising Code requires a Disclosure Document be provided at least 14 days before signing. Content requirements are prescribed. Missing or deficient disclosure is a Franchising Code breach.
FAQ

Franchise agreement questions.

More questions? Email us.

The Franchising Code (mandatory under the Competition and Consumer Act) requires: disclosure at least 14 days before signing, a prescribed Disclosure Document covering financial performance, key facts, and dispute resolution, a cooling-off period (7 days for new agreements, 14 days for first renewal), a dispute resolution process, and restrictions on unilateral amendment of the franchise agreement. Breaches can result in penalties under the ACL.

Exclusive territory means the franchisor agrees not to open competing outlets or sell directly to customers in the franchisee's territory. Many franchise agreements that appear to grant an exclusive territory include carve-outs for online sales, B2B channels, or corporate accounts. Kontractually flags these carve-outs and checks whether the exclusivity provisions match what was represented during the pre-agreement process.

This depends on the franchise agreement. Many agreements include an obligation to comply with the operations manual 'as amended from time to time' - which means unilateral changes are effectively binding. The Franchising Code of Conduct prohibits certain unilateral amendments but does not prohibit all of them. Kontractually flags broad operations manual amendment clauses for review.

This is one of the most important aspects of any franchise agreement. Key questions: Is renewal automatic if conditions are met? Can the franchisor refuse renewal? What compensation (if any) applies if renewal is refused? Is there a right to sell the franchise? Does goodwill vest in the franchisee or the franchisor? Kontractually checks for clear renewal and exit provisions against your defined requirements.

Yes - for a franchise agreement, legal advice is strongly recommended before signing. A franchise is often a multi-year financial commitment with personal guarantee obligations. Kontractually is useful for pre-screening the agreement and understanding the key risk areas before your legal consultation, and for confirming that a franchise disclosure document meets Code requirements.

Understand the franchise agreement before you sign.

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