CHAPTER 1 FUNDAMENTAL CONCEPTS AND ELEMENTS

A. Master Franchise Agreements and Other Commercial Vehicles

B. Expanding Internationally: Selecting the Appropriate Vehicle and Negotiating the Agreement

A. What is Granted

B. How the Licensed Assets May be Used

C. Where the Rights May be Employed

D. Exclusivity v. Non-Exclusivity

E. The Three-Tiered Structure of Master Franchise Arrangements

F. Direct Contractual Relations

A. Length of the Term of the Agreement

B. Conditions of Renewal

C. Negotiations for Renewal of the Agreement

A. What Provides Income?

B. The Sources of Income of the Franchisor

C. The Sources of Income available to Sub-Franchisors

D. Calculation of Payments and Procedures

E. Fiscal Considerations

A. Obligation to Provide Information

B. Training

C. Manuals

D. Assistance and Other Services

E. Other Obligations of the Franchisor

F. Rights of the Franchisor

A. Pilot Operations

B. Development Schedule

C. Renewal of Development Schedules

D. Operational Obligations

E. Language Issues

A. First Option: Compliance with the Stipulations of a Prescribed Standard Form Contract

B. Second Option: Prescription of a Specific Structure including some Mandatory Provisions

C. Compliance of the Sub-Franchise Agreement with the Laws of the Host Country

D. Enforcement of the Sub-Franchise Agreement

E. Communication with and System Improvements by Sub-Franchisees

F. Choice of Forum and Choice of Law

A. Approval and Use of Advertising Materials

B. Translations

C. Financial Considerations

D. The Impact of Master Franchising

A. Nature of Products or Services Supplied

B. Sources of Supply

C. Franchisor/Sub-Franchisor Relationship

D.Regulation of Supply Relationships

E. Contractual Provisions

A. Trademarks

B. Copyright

A. The Functional Role of Know-How in Franchise Agreements

B. Know-How, Trade Secrets and Confidential or Undisclosed Information

C. Warranties by Sub-Franchisor and by Franchisor

D. The Difference between "Assignment" and "Licensing" of Know-How

E. Third Party Acquisition of Knowledge of the Know-How

F. The Communication of Know-How in Master Franchise Agreements

G. Protection of Know-How in International Franchise Arrangements

H. Clauses in Master Franchise Agreements to Protect Know-How

A. The Role of Change in the Franchise Relationship: An Overview

B. Circumstances that make Change Likely or Inevitable

C. The Effect of Legal Principles

D. Aspects of the Relationship where Change is most likely to be Necessary

E. Techniques for Effecting Change

A. Circumstances giving Rise to a Transfer

B. Reasons to Prevent Unrestricted Transfers by Sub-Franchisors

C. Transfers of Franchising Interests of Franchisor seldom Restricted

D. Common Contractual Approaches

A. Vicarious Liability

B. Indemnification

C. Insurance

A. Remedies short of Termination

B. Termination

A. Ways in which the Master Franchise Relationship may come or be brought to an End

B. Consequences of the Master Franchise Relationship coming to an End

A. The Desirability of Making a Choice

B. Applicable Law

C. Dispute Resolution

A. Clauses relating to Severability

B. Entire Agreement Clauses

C. Waivers

D. Force Majeure and Hardship

E. Clauses relating to the Nature of the Agreement

F. Cumulative Rights

G. Notice Provisions

H. Damages

I. The Preamble to the Agreement

J. Implied Obligations

A. Documenting Other Relationships

B. Description of Ancillary Documents

C. The Purposes of Ancillary Documents

D. Examples of Ancillary Documents

A. Examples of Licence and Permit Requirements

B. Who should Obtain the Permits

A. Different Forms of Franchising

B. Business Format Franchising

C. Advantages and Disadvantages of Franchising for the Operators

A. The Economic Relevance of Franchising

B. Benefits of Franchising to the National Economy

A. Branches of Law Relevant to Franchising

B. Specific Legislation

C. The European Union and Franchising

D. The UNIDROIT Model Franchise Disclosure Law

E. Voluntary Regulation of Franchising