Franchise Sale Agreement Template for Philippines

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Key Requirements PROMPT example:

Franchise Sale Agreement

"I need a Franchise Sale Agreement for my restaurant chain in the Philippines, with specific provisions for multiple unit development rights and exclusive territorial protection in Metro Manila, targeting to open first location by March 2025."

Document background
The Franchise Sale Agreement is a crucial legal document used in the Philippine business environment when a business owner (franchisor) grants another party (franchisee) the right to operate under their established business system and brand. This agreement is particularly important in the Philippine context, where franchising has become a popular business expansion model and is regulated by specific legislation including DTI Administrative Order No. 8 and the Intellectual Property Code. The document must include mandatory disclosures, specify operational standards, outline financial obligations, and protect intellectual property rights while ensuring compliance with local laws. It serves as the foundational document governing the entire franchise relationship, typically used when establishing new franchise locations or transferring existing franchise rights. The agreement must be carefully structured to address both the unique aspects of Philippine business law and the practical requirements of operating a franchise in the local market.
Suggested Sections

1. Parties: Identifies and provides full details of the franchisor and franchisee

2. Background: Describes the franchise system, business concept, and franchisor's ownership of intellectual property

3. Definitions: Defines key terms used throughout the agreement

4. Grant of Franchise: Specifies the rights being granted, territory, and exclusivity terms

5. Term and Renewal: States the initial term of the agreement and conditions for renewal

6. Fees and Payments: Details initial franchise fee, ongoing royalties, advertising contributions, and payment terms

7. Franchisor's Obligations: Lists all obligations including training, support, and operational assistance

8. Franchisee's Obligations: Details franchisee's operational requirements, standards compliance, and reporting duties

9. Training Requirements: Specifies initial and ongoing training requirements

10. Intellectual Property: Covers usage of trademarks, trade secrets, and other IP rights

11. Marketing and Advertising: Details marketing requirements, advertising fund contributions, and local marketing obligations

12. Operations Standards: Sets forth required operational procedures and quality standards

13. Records and Reporting: Specifies record-keeping requirements and reporting obligations

14. Insurance and Indemnification: Details required insurance coverage and indemnification obligations

15. Transfer and Assignment: States conditions for transfer of franchise rights

16. Termination: Lists grounds for termination and procedures

17. Post-Termination Obligations: Details obligations after agreement ends

18. Dispute Resolution: Specifies procedures for resolving disputes

19. Governing Law: Establishes Philippine law as governing law and jurisdiction

20. General Provisions: Includes standard boilerplate clauses

Optional Sections

1. Non-Competition: Restrictions on competing businesses during and after the franchise term - include when protecting market territory is crucial

2. E-commerce Rights: Online sales and digital presence requirements - include for franchises with digital components

3. Multi-Unit Development: Terms for operating multiple franchise units - include for area development agreements

4. Supply Chain Requirements: Specific supplier relationships and requirements - include for franchises with specialized supply needs

5. Real Estate Requirements: Location selection and approval process - include for brick-and-mortar operations

6. International Operations: Special provisions for international aspects - include for franchises with cross-border elements

7. Guarantees: Personal guarantees from franchisee principals - include for additional security

8. Change of Control: Procedures for ownership changes - include for corporate franchisees

Suggested Schedules

1. Schedule A - Franchise Territory: Detailed description and/or maps of the authorized territory

2. Schedule B - Initial Franchise Fee and Royalties: Comprehensive breakdown of all fees and payment structures

3. Schedule C - Mandatory Equipment and Supplies: List of required equipment, supplies, and approved suppliers

4. Schedule D - Initial Training Program: Details of training requirements, duration, and content

5. Schedule E - Operations Manual Table of Contents: Overview of operations manual contents (manual itself remains confidential)

6. Schedule F - Intellectual Property: List of trademarks, patents, and other IP being licensed

7. Schedule G - Standard Operating Procedures: Key operational requirements and standards

8. Schedule H - Form of Confidentiality Agreement: Standard confidentiality agreement for employees

9. Schedule I - Insurance Requirements: Detailed insurance coverage requirements

10. Appendix 1 - Disclosure Statement: Mandatory franchise disclosure document per Philippine regulations

11. Appendix 2 - Financial Projections: Sample financial projections and assumptions

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Clauses
Relevant Industries

Food and Beverage

Retail

Education and Training

Healthcare Services

Automotive Services

Real Estate

Personal Services

Professional Services

Technology and Software

Hospitality

Beauty and Wellness

Entertainment

Convenience Stores

Fashion and Apparel

Home Services

Relevant Teams

Legal

Finance

Operations

Business Development

Compliance

Brand Management

Training and Development

Sales

Risk Management

Corporate Governance

Intellectual Property

Commercial

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

Franchise Development Manager

Business Development Director

Operations Manager

Legal Counsel

Compliance Officer

Brand Manager

Training Manager

Regional Manager

Commercial Director

Franchise Sales Manager

Business Owner

Entrepreneur

Corporate Secretary

Risk Management Officer

Intellectual Property Manager

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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