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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6 provisions to review in every franchise agreement.
These are the provisions that define the value and risk of a franchise investment.
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.
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