1. A Review of your Company’s Existing Franchise Agreement 

1.1 This is aimed at identifying the ways in which the Agreement may be improved by the inclusion of additional clauses to better protect the Franchisor, to reflect developments in the Business System that have taken place since the franchise was first set up and to remove or amend clauses that have become unenforceable as a result of recent changes or developments in legislation or case law. In particular it will identify the extent to which the Agreement complies with UK and EC competition law. If the Franchisor has experienced problems with Franchisees it may be that these can be addressed by way of appropriate amendments to the Agreement.

1.2 Such a review need not be a costly exercise since we are frequently prepared to consider the terms of the Agreement without obligation and then indicate to you a budget for undertaking the drafting of the amendments that we consider to be necessary.

2. Audit of Legal Documentation Associated with the Franchise Agreement

2.1 Such documents include the Confidentiality Agreement, Franchise Purchase Agreement, Intent to Proceed Agreement, Equipment Lease, Property Documentation, Trade Mark Licence, Software Licence etc. We would consider with you whether your current documentation is satisfactory to your requirements, indicate improvements that can be made to it and agree with you a budget for undertaking any work necessary.

2.2 The audit can be tailored to your company’s particular requirements and can include a check that any relevant Agreements have been properly executed and any relevant property interests have been registered.

3. Terms and Conditions of Trading and Website Terms of Use

We can review your current terms, or if you do not have them, prepare terms suitable for your purposes for use as a standard document by your company and your franchisees. Where appropriate we can provide you with website terms and privacy policies.

4. Review of your Notification, Systems, Websites, Databases and Procedures relating to Data Protection & Privacy

This is aimed at ensuring your company’s compliance with Data Protection legislation and includes:

4.1 Identifying the extent to which your Company can legally justify the purposes for which it currently processes (i.e.: uses, collects and transfers) customer, employee and franchisee (“data subjects”) data (personal and/or sensitive).

4.2 Facilitating remedial action is taken where necessary to ensure that the purposes of your Company’s processing is specifically legally notified, shared, transferred and directly marketed, approved by, and brought to the attention of, data subjects, secure and otherwise generally compliant with the Data Protection Act 1998, Principles and related legislation.

5. Advice on the Operations Manual

5.1 For new Franchisors we can provide a schedule of proposed chapter headings for the Manual and advice on its content.

5.2 We have developed for Franchisors an "Employers Manual" derived from our successful Employmentor product which can be tailored to the Franchisees’ requirements and incorporated as a complete section within your companies Operations Manual. This sets out in plain English those matters of employment law relevant to Franchisees including recruitment, employment contracts, maternity rights, redundancy and unfair dismissal. This can either be provided as a one-off package to Franchisors, or with the additional benefit of an update of the written material and the service of an ongoing legal helpline to provide on the spot additional advice to Franchisees when required. We are also able to provide a seminar to your Franchisees on employment law - perhaps linked to your annual Franchisee Conference or additional training days.

5.3 We can advise you on other sections of the Manual dealing with legislation such as Health and Safety, Data Protection Act registration, Business Names Act requirements, consumer rights etc.

6. Commercial Property Advice

Our commercial property team headed by Rob Sibley, has particular experience in advising Franchisors on this aspect of their franchised business. Whether your company takes a head lease or simply retains an option to take over the Franchisee’s premises on termination of the Agreement, we are able to review your existing arrangements and identify alternatives which you may not have previously considered, all with a view to better protecting your company’s position. We have a comprehensive and cost effective set of procedures for dealing with property issues for franchise clients which can facilitate the whole process of securing suitable premises for the network.

7. Franchise Dispute Resolution

Even in the best run franchised business we recognise that disputes can arise. There is much that can be done to avoid disputes arising in the first place and, when they do, a clear dispute resolution plan and well executed strategy will help to protect the integrity of the franchise business. We are able to advise both on the merits and disadvantages of particular alternatives to resolving disputes, whether it be mediation, Alternative Dispute Resolution, arbitration or litigation. If disputes do arise, our franchise litigators Martin Plowman, Mike Barlow and Darren Bowen are experienced in acting swiftly and effectively to protect your company’s interests, conscious always of the need to preserve the good name of the franchise network.

8. Franchise Sale and Purchase Agreements

We can advise franchisors on documentation and procedures to facilitate the sale by their franchisees of existing franchised businesses. The streamlining of this process can significantly reduce the cost to the parties involved whilst ensuring that the franchisor retains a measure of control over the transaction and the time-frame within which it is completed.

9. Master Licences

For Franchisors who are contemplating international expansion, we are able to advise on all aspects of the legal documentation required and through our links with a network of international lawyers , consultants and tax advisers, we can assist in identifying potential Master Licensees.

We are also able to ensure the protection of your intellectual property in those countries into which you wish to extend your operations.

If you propose to franchise directly within another jurisdiction, we can advise on the steps required for the setting up of the legal structures necessary, secure advice on the legislation relevant to franchising in that country and recommend consultants to advise on marketing aspects.

As one of the leading UK law firms specialising in franchising we also provide a specialist service to clients involved in franchising internationally. This includes:

Intellectual Property - Advice on the protection of trade marks, trade names, copyright, patents and other intellectual property both within the United Kingdom and other jurisdictions.

Tax Structures - Advice to franchisors and licensors on appropriate legal structures for their operations including the establishment of off-shore companies for the holding of intellectual property rights.

Data Protection & Privacy - Advice to franchisors and licensors on UK , European and International legal requirements for transferring UK based data within the European Economic Area and Worldwide.

Negotiation and Drafting of Master Franchise, Area Development and Licence Agreements - In addition to negotiating the terms of such documents (for either party) through our links with a network of international lawyers we are able to provide direct advice on matters relating specifically to the jurisdiction in question.

Advice to Master Franchisees and Licensees - If you are considering investing in a master franchise opportunity or taking up a licence, we can advise on the terms to be included in the legal documentation and assist in undertaking the due diligence investigations necessary prior to your deciding to proceed. This will include the preparation of a detailed report on the draft agreement.

Review and Preparation of Documentation associated with the Franchise - We will advise on and prepare as necessary the Confidentiality Agreement, Franchise Purchase Agreement, Equipment Lease, Trade Mark Licence, Software Licence and other documents appropriate to the transaction.

Corporate Structure and Joint Ventures - We will attend to the preparation of a Shareholders’ Agreement and the necessary formalities for the incorporation of the corporate vehicle to be used in the transaction.

Finance - We can advise generally on the proposed arrangements to finance the transaction and identify possible sources of finance where required.

 

Our long experience of all aspects of franchising and licensing transactions worldwide allows us to provide a comprehensive service to clients both nationally and internationally.

Over many years Leathes Prior has acted for a formidable array of franchisors and franchisees and has advised on literally hundreds of franchise structures - many of them are household names.

The strength and depth of our franchising team enables us to provide clients with advice swiftly and cost effectively.