franchising2007-englishThe UNIDROIT Guide offers a comprehensive examination of the whole life of master franchise arrangements, from the negotiation and drafting of the master franchise agreement and other associated agreements, to the end of the relationship and its effects. It deals principally with the positions of the parties directly involved, i.e. the franchisor and the sub-franchisor, but, in instances where it is considered to be of particular importance, the positions of others affected, such as sub-franchisees, are covered.

 

Rome, UNIDROIT, 2007, ISBN 88-86449-16-X, 24x15 cm, xxxvi+329 pages, soft-bound.
unit price / prix unitaire € 54

(*) Distributed in Australia and New Zealand by The Federation Press, P.O. Box 45, Annandale NSW 2038, Australia, Tel. +61295522200, Fax: +61295521681 http://www.federationpress.com.au This email address is being protected from spambots. You need JavaScript enabled to view it.

(**) Distributed in the United States of America, Canada and Mexico by the International Law Institute, Publication Officer, 1055 Thomas Jefferson St., N.W. Washington, D.C. 20007, Tel. +1 202 2476006, Fax: +1 202 247 6010 http://www.ili.org/images/pub-order1.pdf

 

ORDER FORM

 

 

Table of contents

INTRODUCTION
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

CHAPTER 2 NATURE AND EXTENT OF RIGHTS GRANTED AND RELATIONSHIP OF THE PARTIES
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

CHAPTER 3 TERM OF THE AGREEMENT AND CONDITIONS OF RENEWAL
A. Length of the Term of the Agreement
B. Conditions of Renewal

C. Negotiations for Renewal of the Agreement

CHAPTER 4 FINANCIAL MATTERS
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

CHAPTER 5 THE ROLE OF THE FRANCHISOR
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

CHAPTER 6 THE ROLE OF THE SUB-FRANCHISOR
A. Pilot Operations
B. Development Schedule

C. Renewal of Development Schedules

D. Operational Obligations

E. Language Issues

CHAPTER 7 THE SUB-FRANCHISE AGREEMENT
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

CHAPTER 8 ADVERTISING AND THE CONTROL OF ADVERTISING
A. Approval and Use of Advertising Materials
B. Translations

C. Financial Considerations

D. The Impact of Master Franchising

CHAPTER 9 SUPPLY OF EQUIPMENT, PRODUCTS AND SERVICES
A. Nature of Products or Services Supplied
B. Sources of Supply

C. Franchisor/Sub-Franchisor Relationship

D.Regulation of Supply Relationships

E. Contractual Provisions

CHAPTER 10 INTELLECTUAL PROPERTY
A. Trademarks
B. Copyright

CHAPTER 11 KNOW-HOW AND TRADE SECRETS
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

CHAPTER 12 SYSTEM CHANGES
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

CHAPTER 13 SALE, ASSIGNMENT AND TRANSFER
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

CHAPTER 14 VICARIOUS LIABILITY, INDEMNIFICATION AND INSURANCE
A. Vicarious Liability
B. Indemnification

C. Insurance

CHAPTER 15 REMEDIES FOR NON-PERFORMANCE
A. Remedies short of Termination
B. Termination

CHAPTER 16 THE END OF THE RELATIONSHIP AND ITS CONSEQUENCES
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

CHAPTER 17 APPLICABLE LAW AND DISPUTE RESOLUTION
A. The Desirability of Making a Choice
B. Applicable Law

C. Dispute Resolution

CHAPTER 18 OTHER GENERALLY USED CLAUSES
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

CHAPTER 19 ANCILLARY DOCUMENTS
A. Documenting Other Relationships
B. Description of Ancillary Documents

C. The Purposes of Ancillary Documents

D. Examples of Ancillary Documents

CHAPTER 20 REGULATORY REQUIREMENTS
A. Examples of Licence and Permit Requirements
B. Who should Obtain the Permits

ANNEX 1 FRANCHISING: GENERAL NOTIONS
A. Different Forms of Franchising
B. Business Format Franchising

C. Advantages and Disadvantages of Franchising for the Operators

ANNEX 2 FRANCHISING IN THE ECONOMY
A. The Economic Relevance of Franchising
B. Benefits of Franchising to the National Economy

ANNEX 3 LEGISLATION AND REGULATIONS RELEVANT TO FRANCHISING
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

By using unidroit.org you agree to our use of cookies to enhance your experience.     I understand   Know more