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FRANCHISING AS A GROWTH STRATEGY
chisee is free to choose its own site, then the franchise agreement will
usually provide that the decision is subject to the approval of the franchisor.
Some franchisors provide significant assistance in site selection in terms of
marketing and demographic studies, lease negotiations, and securing local
permits and licenses, especially if a ‘‘turnkey’’ franchise is offered. Site
selection, however, can be the most difficult aspect of being a successful
franchisee, and as a result most franchisors are reluctant to take on full re-
sponsibility for this task contractually. For additional protection and control,
some franchisors insist on becoming the landlord to the franchisee through
a mandatory sublease arrangement once an acceptable site has been selected.
A somewhat less burdensome method of securing similar protection is to
provide for an automatic assignment of the lease to the franchisor upon ter-
mination of the franchise.
Services to Be Provided by the Franchisor
The franchise agreement should clearly delineate which products and ser-
vices will be provided to the franchisee by the franchisor or its affiliates, in
terms of both the initial establishment of the franchised business (‘‘preopen-
ing obligations’’) and any continuing assistance or support services provided
throughout the term of the relationship (‘‘postopening services’’). The pre-
opening obligations generally include a trade secret and copyright license
for the use of the confidential operations manual, recruitment and training
of personnel, standard accounting and bookkeeping systems, inventory and
equipment specifications and volume discounts, standard construction,
building and interior design plans, and grand opening promotion and adver-
tising assistance. The quality and extent of the training program is clearly
the most crucial preopening service provided by the franchisor and should
include classroom as well as on-site instruction. Postopening services pro-
vided to the franchisee on a continuing basis generally include field support
and troubleshooting, research and development for new products and ser-

performance targets that have been met. Often minimum royalty payments
will be required, regardless of the franchisee’s actual performance. These
fees should be payable weekly (either by check or via an electronic sweep of
the franchisor’s designated royalty account) and submitted to the franchisor
together with some standardized reporting form for internal control and
monitoring purposes. A weekly payment schedule generally allows the fran-
chisee to budget for this payment from a cash flow perspective and provides
the franchisor with an early warning system if there is a problem, and also
allows the franchisee to react before the past due royalties accrue to a virtu-
ally uncorrectable sum.
The third category of recurring fees is usually in the form of a national
cooperative advertising and promotion fund. It is highly recommended that
the franchise agreement carefully describe whether these funds will be used
solely for the production of advertising and marketing materials for use by
the franchisees versus actual placement of the materials in the radio, televi-
sion, or print media. The promotional fund may be managed by the fran-
chisor, an independent advertising agency, or even a franchisee association.
Either way, the franchisor must build a certain amount of control into the
franchise agreement over the fund in order to protect the company’s trade-
marks and ensure consistency in marketing efforts. These fees should be
carefully segregated from the franchisor’s general accounts and it is typical
that the franchisor provides some type of annual accounting or reporting
regarding the use and application of these fees to the network of franchisees.
Other categories of fees payable to the franchisor may include the sale
of proprietary goods and services to the franchisee, consulting fees, audit and
inspection fees, site design fees, lease management fees (where franchisor is
to serve as sublessor), and renewal or transfer fees.
The obligations of the franchisee to provide periodic weekly, monthly,
quarterly, and annual financial and sales reports to the franchisor should also
be addressed in the franchise agreement.

for inspection by the franchisor upon request); the obligation to maintain
and enforce quality control standards with its employees and vendors; the
obligation to comply with all applicable employment laws, health and safety
standards, and related local ordinances; the duty to upgrade and maintain
the franchisee’s facilities and equipment; the obligation to continue to pro-
mote the products and services of the franchisor; the obligation to reasonably
process requests by patrons for franchising information; the obligation not to
produce goods and services that do not meet the franchisor’s quality control
specifications or that may be unapproved for offer at the franchisee’s prem-
ises (such as video games at a fast-food restaurant or X-rated material at a
bookstore); the obligation not to solicit customers outside its designated terri-
tory; the obligation of the franchisee personally to participate in the day-
to-day operation of the franchised business (required by many but not all
franchisors); and the general obligation of the franchisee to refrain from any
activity that may reflect adversely on the reputation of the franchise system.
Protection of Intellectual Property and Covenants Against Competition
The franchise agreement should always contain a separate section on the
obligations of the franchisee and its employees to protect against misuse or
disclosure the trademarks and trade secrets being licensed. The franchisor
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STRUCTURING FRANCHISE AGREEMENTS, AREA DEVELOPMENT AGREEMENTS, RELATED DOCUMENTS
should provide for a clause that clearly sets forth that the trademarks and
trade names being licensed are the exclusive property of the franchisor and
that any goodwill is established to the sole benefit of the franchisor. It should
also be made clear that the confidential operations manual is ‘‘on loan’’ to
the franchisee under a limited use license, and that the franchisee or its
agents are prohibited from the unauthorized use of the trade secrets both
during and after the term of the agreement. To the extent that such provisions
are enforceable in local jurisdictions, the franchise agreement should contain

chisee has reviewed the agreement with counsel and has conducted an
independent investigation of the franchise and is not relying on any repre-
sentations other than those expressly set forth in the agreement.
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FRANCHISING AS A GROWTH STRATEGY
An Overview of Some Sample Supplemental Agreements Commonly Used
in Franchising
In addition to the franchise agreement, there are a wide variety of other con-
tracts that may be necessary to govern the rights and the obligations of the
franchisor and franchisee. These include:
General Release
The general release should be executed by all franchisees at the time of re-
newal of their franchise agreement and/or at the time of a transfer of the
franchise agreement or their interest in the franchised business. The docu-
ment serves as a release by the franchisee of the franchisor from all existing
and potential claims that the franchisee may have against the franchisor. In
recent years, however, some courts have restricted the scope of the release if
it is executed under duress or where its effect will run contrary to public
policy.
Personal Guaranty
For a wide variety of tax and legal purposes, many franchisees want to exe-
cute the franchise agreement in the name of a closely held corporation that
has been formed to operate the franchised business. Under the circum-
stances, it is highly recommended that each shareholder of the franchise cor-
poration be personally responsible for the franchisee’s obligation under the
franchise agreement. A sample personal guaranty, specially designed for
multiple shareholders, may be found in Figure 7-1.
Sign Lease Agreement
There are a variety of reasons a franchisor may want to separately lease the

separate action or actions may be brought and prosecuted against the Guarantors, or any of them,
whether or not actions are brought against the Franchisee or whether the Franchisee is joined in any
such action.
3. If the Franchisee is a corporation or partnership, Franchisor shall not be obligated to inquire
into the power or authority of the Franchisee or its partners or the officers, directors, or agents acting or
purporting to act on the Franchisee’s behalf and any obligation or indebtedness made or created in
reliance upon the exercise of such power and authority shall be guaranteed hereunder. Where the
Guarantors are corporations or partnerships, it shall be conclusively presumed the Guarantors and the
partners, agents, officers, and directors acting on their behalf have the express corporations or partner-
ships and that such corporations or partnerships have the express power to act as the Guarantors
pursuant to this Guaranty and that such action directly promotes the business and is in the interest of
such corporations or partnerships.
4. Franchisor, its successors, and assigns may from time to time, without notice to the undersigned
(a) resort to the undersigned for payment of any of the liabilities, whether or not it or its successors have
resorted to any property securing any of the liabilities or proceeded against any other of the undersigned
or any party primarily or secondarily liable on any of the liabilities; (b) release or compromise any liability
of any of the undersigned hereunder or any liability of any party or parties primarily or secondarily liable
on any of the liabilities; and (c) extend, renew, or credit any of the liabilities for any period (whether or
not longer than the original period); alter, amend, or exchange any of the liabilities; or give any other
form of indulgence, whether under the Agreement or not.
5. The undersigned further waives presentment, demand, notice of dishonor, protest, nonpayment,
and all other notices whatsoever, including without limitation: notice of acceptance hereof; notice of all
contracts and commitments; notice of the existence or creation of any liabilities under the foregoing
Agreement and of the amount and terms thereof; and notice of all defaults, disputes, or controversies
between Franchisee and Franchisor resulting from such agreement or otherwise, and the settlement,
compromise, or adjustment thereof.
6. In the event any dispute between the Franchisor and the Guarantors cannot be settled amica-
bly, the parties agree said dispute shall be settled in accordance with the Commercial Rules of the
American Arbitration Association. The Arbitration shall be held at the Franchisor’s headquarters in [Fran-
chisor’s headquarters]. The undersigned agrees to pay all expenses paid or incurred by Franchisor in

the premises on which franchisee’s center is located.
Employee Noncompetition and Nondisclosure Agreement
This agreement should be executed by all employees of the franchisees. This
agreement will ensure that all information disclosed to said employees will
be kept confidential and also imposes noncompetition restriction on employ-
ees of the franchisees.
Acknowledgment of Receipt of UFOC and FA
This document should be executed at the time that the franchisor releases a
franchise offering circular and franchise agreement to a prospective fran-
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STRUCTURING FRANCHISE AGREEMENTS, AREA DEVELOPMENT AGREEMENTS, RELATED DOCUMENTS
Figure 7-2. Sample sign lease agreement.
SIGN LEASE AGREEMENT
THIS AGREEMENT made this day of , by and between FRANCHISOR, a corporation organized
under the laws of the State of, with its principal offices at (address of headquarters) (hereinafter referred
to as ‘‘Franchisor’’); and with its principal offices at
(hereinafter referred to as ‘‘Franchisee’’).
WITNESSETH:
WHEREAS, on, Franchisor and Franchisee entered into a written Franchise Agreement by the
terms of which Franchisee has been licensed to operate a (‘‘Center’’) to be operated in accordance with
Franchisor’s System and Proprietary Marks at the premises located at and has a valid lease for posses-
sion of, or has title to, said premises for that purpose; and
WHEREAS, the Franchisee is desirous of leasing certain building, window, and street signage
(collectively ‘‘the Signage’’) for advertising and identifying the Center from the Franchisor for use at the
Center.
NOW, THEREFORE, in consideration of the mutual covenants herein contained, it is mutually
agreed as follows:
1. Lease of Signs. Franchisor hereby leases and rents Franchisee the Signage (which is more
particularly described in Appendix ‘‘A’’ attached hereto and incorporated herein by this reference). The

and private permission to install all Signage. Franchisee shall pay the cost, if any, of such permits and
shall comply with all laws, orders, and regulations of federal, state, and local authorities. Franchisee shall
be responsible for all repair and maintenance of the Signage as may be required from time to time and
as may be specified by Franchisor. Franchisee shall pay all taxes and assessments of any nature that
may be assessed against or levied upon the Signage before the same become delinquent.
6. Right of Entry and/or Repossession. If, for any reason, Franchisee should be in default of its
obligations hereunder, its obligations under the Franchise Agreement, its obligations under the lease of
the premises described herein, or any stipulation executed by Franchisee, Franchisor shall have the right
to enter upon the premises of the Center at any hour to take possession of the Signage leased hereunder
without liability thereof. Franchisee agrees that Franchisor shall not be required to obtain prior permission
to enter upon the premises and remove the Signage. Franchisee hereby grants Franchisor the limited
power of attorney to obtain an order and judgment in Franchisor’s behalf in any court of competent
jurisdiction that orders and authorizes the entry of Franchisor on the premises and the removal of the
Signage. Franchisee further agrees that if Franchisor is forced to resort to this procedure by any interfer-
ence with the Franchisor’s rights hereunder or for any other reason, Franchisee shall pay all attorney’s
fees and other costs associated with Franchisor’s obtaining such order and judgment on its behalf.
Franchisee further agrees to reimburse Franchisor for any costs or expenses incurred in connection with
any such removal or detachment. Franchisee shall be liable and hereby assumes responsibility for any
damage done to the building, premises, or the Signage as a result of the removal thereof.
7. Repairs. The Franchisee shall keep the Signage in the same condition as when delivered and
shall make all necessary repairs in order to maintain such condition. The Franchisee shall be responsible
for any damage to the Signage and shall pay the Franchisor at Franchisor’s option the current replace-
ment cost of the Signage if destroyed or the cost of repairing the damage. If the Franchisee shall fail to
make any necessary repairs, Franchisor shall have the right to repair the Signage on the premises, or
off the premises if Franchisor resorts to its repossession under Paragraph Six (6) for the purpose of
repairing the Signage. Franchisee shall pay to the Franchisor the cost of such repairs or the current
replacement cost, to be paid in one lump sum along with the next royalty payment that becomes due
under the Franchise Agreement. Franchisee agrees that his rental fee obligations under Paragraph two
(2) for the term hereof shall continue even though the Signage is damaged or destroyed. Franchisee
shall not make any alterations or additions to the Signage without the prior written consent of Franchisor.

manner provided in Paragraph Six (6) above. Franchisee shall pay to Franchisor and any third parties
all costs and expenses incurred in connection with such removal.
12. Joint Liability; Gender. If there be more than one peon comprising the party designated as
Franchisee, then all reference in this Agreement shall be deemed to refer to each such person jointly
and severally, and all such persons shall be jointly and severally liable hereunder. Words of any gender
used in this Agreement shall be construed to mean corresponding words of any other gender, and words
in the singular number shall be construed to mean corresponding words in the plural, when the context
so requires.
13. Successors. All terms and conditions of this Agreement shall be binding upon the successors,
assignees, and legal representatives of the respective parties hereto.
IN WITNESS WHEREOF, the parties, intending to be legally bound hereby, have signed this
Agreement and affixed their seals on the day and year above written.
WITNESS: FRANCHISOR:
FRANCHISEE:
chisee for his or her review and consideration. It serves as an acknowledg-
ment of receipt and notifies prospective franchisees that the documents
remain the property of the franchisor and contain trade secrets that are con-
fidential and must be treated as such.
Special Disclaimer
This document should be initialed and signed by the franchisee at the time
of closing. It serves as a written acknowledgment that no earnings claims,
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FRANCHISING AS A GROWTH STRATEGY
representations, or warranties not contained in the offering circular have
been made by the franchisor or relied upon by franchisee. It also serves as an
acknowledgment that the proper offering circular and related documents
were provided to franchisee on a timely basis.
Inventory Purchase Agreement
The inventory purchase agreement defines the rights and obligations be-

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STRUCTURING FRANCHISE AGREEMENTS, AREA DEVELOPMENT AGREEMENTS, RELATED DOCUMENTS
Figure 7-3. Sample inventory purchase agreement.
INVENTORY PURCHASE AGREEMENT
THIS AGREEMENT is made and entered into this
day of by and between
FRANCHISOR, an
corporation, (the ‘‘Franchisor’’), and
(the ‘‘Purchaser’’).
WITNESSETH:
WHEREAS, Franchisor has attained prominence in the industry and through its techniques and
methods has developed numerous products;
WHEREAS, Purchaser entered into a Franchise Agreement with Franchisor, on , 20
by the terms
of which Purchaser as Franchisee has been granted the right and license to operate a (the ‘‘Center’’);
WHEREAS, Purchaser is obligated by the terms of the Franchise Agreement to purchase certain
merchandise, products, and other supplies (the ‘‘Products’’) solely from Franchisor or its approved sup-
pliers;
WHEREAS, Purchaser has agreed to maintain Franchisor’s uniformly high standards of quality for
its products and services, which Purchaser acknowledges to be critical to the Franchisor’s positive image
and the protection of Franchisor’s good will, and which, if not maintained, would result in irreparable
harm to the Franchisor and the Purchaser; and
WHEREAS, Purchaser desires to purchase from Franchisor and Franchisor desires to sell to
Purchaser certain merchandise, products, and supplies to be used in connection with its operation of the
Center.
NOW, THEREFORE, in consideration of the mutual promises, covenants, and conditions contained
herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties agree as follows:
1. Orders. Orders for Products placed by Purchaser with Franchisor shall be subject to accep-

ted by Purchaser and will make a good faith effort to fill all orders in a timely manner. Franchisor shall
not be responsible for delays or failures in manufacture or delivery, due to any cause beyond its control.
6. Warranties. Franchisor hereby assigns to Purchaser, when such assignment may be made,
each and every warranty for Products manufactured or supplied by others which is provided to Fran-
chisor. Franchisor makes no other warranty of any nature concerning the Products supplied to Purchaser.
FRANCHISOR MAKES NO OTHER WARRANTY, EXPRESSED, STATUTORY, OR IMPLIED, INCLUD-
ING ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR WARRANTY OF MERCHANT-
ABILITY. FRANCHISOR SHALL HAVE NO OTHER LIABILITY NOR DOES IT AFFIRM ANY
REPRESENTATION BEYOND THE DESCRIPTION SET FORTH HEREIN OR ON THE LABEL OF ANY
PRODUCT. Franchisor may, at its option, issue a credit to the Purchaser for damaged or defective
merchandise provided that the Purchaser returns said merchandise to Franchisor in accordance with its
standards and procedures for the return of merchandise. Franchisor will issue said credit upon receipt of
the damaged or defective merchandise from Purchaser. Franchisor shall not be liable for incidental,
consequential, or other damages suffered by the Purchaser due to defective products.
7. Term. The term of this Agreement shall be the same as the term of the Franchise Agreement
dated
,20 by and between Purchaser and Franchisor including all renewal terms.
Upon termination or expiration of this Agreement, the Purchaser must return to Franchisor, within seven
(7) days, any Products in the Purchaser’s possession that have been provided on a consignment basis
or that have been shipped to Purchaser by Franchisor for which payment has not been received.
8. Waiver. The failure of either party to enforce at any time of the provisions hereof shall not be
construed to be a waiver of such provisions or of the right of any party thereafter to enforce any such
provisions.
9. Assignment. This Agreement and the rights hereunder are not assignable by Purchaser and
the obligations imposed on Purchaser are not delegatable without the prior written consent of Franchisor.
10. Modification. No renewal hereof, or modification or waiver of any of the provisions herein
contained, or any future representation, promise, or condition in connection with the subject matter hereof,
shall be effective unless agreed upon by the parties hereto a signed writing.
11. Independent Contractor. This Agreement shall not be construed so as to characterize Pur-
chaser as an agent, legal representative, joint venturer, partner, employee, or servant of Franchisor for

may have under this Agreement or otherwise.
19. Attorney’s Fees. If any action is instituted by any party to enforce any provision of this Agree-
ment, the prevailing party shall be entitled to recover all reasonable attorney’s fees and costs incurred in
connection therewith.
20. Construction. This agreement shall be governed by and construed in accordance with the laws
of the State of
.
IN WITNESS WHEREOF, the parties hereto have caused this Purchase Agreement to be executed
on the day and year first above written.
ATTEST FRANCHISOR:
By:
Secretary
ATTEST PURCHASER:
By:
Secretary
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FRANCHISING AS A GROWTH STRATEGY
must be balanced against both the need for uniformity and consistency
throughout the franchise system as well as the material change rules
(which trigger an amendment to the offering circular) as discussed in
the previous chapter. Certain states, such as New York and California,
have developed strict regulations that govern the negotiations of fran-
chise agreements. Each request by the prospective franchisee to modify
a key term of the franchise agreement should be carefully considered
from an economic and quality control perspective, as well as be re-
viewed by franchise counsel in order to identify potential legal prob-
lems and disclosure obligations.
Area Development Agreements and Subfranchising
Most franchises are sold to individual owner/operators who will be responsi-

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STRUCTURING FRANCHISE AGREEMENTS, AREA DEVELOPMENT AGREEMENTS, RELATED DOCUMENTS
ment, and ownership of the units. The franchisor usually wants to reserve
certain rights and remedies in the event that the franchisee defaults on its
development obligations. The area developer must usually pay an umbrella
development fee for the region, over and above the individual initial fee that
is to be due and payable as each unit becomes operational within the terri-
tory. The amount of the fee varies, depending on factors such as the strength
of the franchisor’s trademarks and market share, the size of the territory, and
the term (and renewal) of the agreement. This development fee is essentially
a payment to the franchisor that prevents the franchisor from offering any
other franchises within that region (unless there is a default). Sample key
provisions of the area development agreement may be found in Figure 7-4.
Structuring Subfranchising Agreements
Subfranchise agreements present myriad issues that are not raised in the sale
of a single-unit franchise or an area development agreement, primarily be-
cause the rewards and responsibilities of the subfranchisor differ from those
of the area developer or single-unit operator. In most subfranchising relation-
ships, the franchisor will share a portion of the initial franchise fee and
ongoing royalty with the subfranchisor, in exchange for the subfranchisor
assuming responsibilities within the given region. The proportions in which
fees are shared usually have a direct relationship to the exact responsibilities
of the subfranchisor. In addition, the subfranchisor receives a comprehensive
regional operations manual that covers sales and promotions, training, and
field support over and above the information contained in the operations
manuals provided to the individual franchisees. The key challenge for the
franchisor is whether an adequate training program has been developed not
just to replicate a store but rather to literally replicate themselves since the
subfranchisee must be trained and supported to be in a position to deliver

WHEREAS, Franchisor is the owner of certain rights, title, and interest in the trade name, trade-
mark, and service mark and such other trade names, trademarks, and service marks as are now desig-
nated (and may hereafter be designated by Franchisor in writing) as part of the System (hereinafter
referred to as the ‘‘Proprietary Marks’’);
WHEREAS, Franchisor continues to develop, expand, use, control, and add to its Proprietary
Marks for the benefit and exclusive use of itself and its franchisees in order to identify for the public the
source of products and services marketed thereunder and to represent the System’s high standards of
quality and service;
WHEREAS, Area Developer desires to obtain the exclusive right to develop, construct, manage,
and operate a series of Centers within the marketing territory specified hereunder as the ‘‘Designated
Marketing Territory’’ (a geographic map of which is attached hereto as Exhibit ‘‘A’’) under the System and
Proprietary Marks, as well as to receive the training and other assistance provided by Franchisor in
connection therewith; and
WHEREAS, Area Developer understands and acknowledges the importance of Franchisor’s uni-
formly high standards of quality and service and the necessity of operating the Centers in strict conformity
with Franchisor’s quality control standards and specifications.
B. Grant
1. Franchisor hereby grants to Area Developer the right and license to develop, construct, operate,
and manage
( ) Centers in strict accordance with the System and under
the Proprietary Marks within the marketing territory (‘‘Designated Marketing Territory’’) as described in
Exhibit ‘‘A’’ attached hereto. Each Center shall be operated according to the terms of the individual
Franchise Agreement with respect thereto.
2. If the Area Developer complies with the terms of this Agreement, the Development Schedule,
and the individual Franchise Agreement for each Center, then Franchisor will not franchise or license
others, nor will it itself directly or indirectly develop, own, lease, construct, or operate in any manner, any
Centers in the Designated Marketing Territory during the term hereof.
3. This Agreement is not a franchise agreement and Developer shall have no right to use in any
manner the Proprietary Marks of Franchisor by virtue hereof.
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F. Assignment and Ownership of the Centers
1. By Franchisor. Franchisor shall have the absolute right to transfer or assign all or any part of
its rights or obligations hereunder to any person or legal entity.
2. By Area Developer
A. Area Developer understands and acknowledges that the rights and duties set forth in this
Development Agreement are personal to Area Developer and are granted in reliance upon the personal
qualifications of Area Developer. Area Developer has represented to Franchisor that Area Developer is
entering into this Development Agreement with the intention of complying with its terms and conditions
and not for the purpose of resale of the development and option rights hereunder.
B. Neither Area Developer nor any partner or shareholder thereof shall, without Franchisor’s
prior written consent, directly or indirectly sell, assign, transfer, convey, give away, pledge, mortgage, or
otherwise encumber any interest in this Agreement or in Area Developer. Any such proposed assignment
occurring by operation of law or otherwise, including any assignment by a trustee in bankruptcy, without
Franchisor’s prior written consent shall be a material default of this Agreement.
(continues)
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FRANCHISING AS A GROWTH STRATEGY
Figure 7-4. (Continued).
C. If Area Developer is in full compliance with this Agreement, Franchisor shall not unreason-
ably withhold its approval of an assignment or transfer to proposed assignees or transferees who are of
good moral character, have sufficient business experience, aptitude, and financial resources and other-
wise meet the Franchisor’s then applicable standards for area developers and are willing to assume all
obligations of Area Developer hereunder and to execute and be bound by all provisions of the Fran-
chisor’s then current form of Area Development Agreement for a term equal to the remaining term hereof.
As a condition to the granting of its approval of any such assignee or transferee, Franchisor may require
Area Developer or the assignee or transferee to pay to the Franchisor its then current transfer fee as
specified in Subsection F to defray expenses incurred by the Franchisor in connection with the assign-
ment or transfer, legal and accounting fees, credit and other investigation charges and evaluation of the
assignee or transferee, and the terms of the assignment or transfer. Franchisor shall have the right to

TIONS OF THIS AGREEMENT AND AGREES TO BE BOUND THEREBY.
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❒ What happens if the subfranchisor defaults or files for bankruptcy? How
will the subfranchisees in the region be handled?
❒ What mandatory development schedules and related performance quo-
tas will be imposed on the subfranchisor?
❒ Will the subfranchisor be granted the rights to operate individual units
within the territory? If yes, how will these units be priced?
❒ What will the subfranchisor be obligated to pay the franchisor initially
for the exclusive rights to develop the territory?
❒ What rights of approval will the franchisor retain with respect to the
sale of individual franchises (e.g., background of the candidate, any ne-
gotiated changes in the agreement, decision to terminate, etc.)?
❒ What rights does the franchisor reserve to modify the size of the territory
or repurchase it from the subfranchisor?
A subfranchisor enters into what is typically referred to as a regional devel-
opment agreement or master franchise agreement with the franchisor, pursu-
ant to which the subfranchisor is granted certain rights to develop a
particular region. The regional development agreement is not in itself a sin-
gle-unit franchise agreement to operate any individual franchise units; rather
it grants the subfranchisor the right to award and grant franchises to individ-
uals using the franchisor’s system and proprietary marks solely for the pur-
pose of recruitment, management, supervision, and support of individual
franchisees. To the extent that the subfranchisor itself develops units, then an
individual franchise agreement for each such unit must be executed. Some of
the key terms, conditions, and obligations that make up the subfranchising
relationship include:
Grant

Most of the obligations of a franchisor under a franchise agreement with an
individual franchisee in turn become obligations of the subfranchisor to the
franchisee in a subfranchising relationship. The franchisor does typically,
however, have several distinct obligations to the subfranchisor, including:
1. Provision of training
2. Provision of materials, layouts, promotional items, operations, and
other manuals (sometimes including a regional development manual)
3. Overseeing subfranchisor’s operations and techniques and suggesting
improvements thereto
4. Promoting the business and goodwill of the franchisor’s system and pro-
prietary marks
Subfranchisor’s Obligations
By far, the most extensive portion of the regional development agreement is
the recitation of the subfranchisor’s obligations. These obligations flow to the
franchisor and to the individual franchisees in the designated region. They
include the obligation to:
1. Locate and maintain an office within the designated region.
2. Submit for franchisor’s prior approval all proposed advertising, promo-
tional, and sales materials that relate to the recruitment of franchisees.
3. Offer and sell franchises only to persons/entities who meet franchisor’s
qualifications for experience, competence, reputation, and financial re-
sponsibility.
4. Submit to franchisor written applications for all qualified prospective
franchisees for franchisor’s approval.
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129
STRUCTURING FRANCHISE AGREEMENTS, AREA DEVELOPMENT AGREEMENTS, RELATED DOCUMENTS
5. Ensure the proper execution of franchise and related agreements by the
franchisee.
6. Ensure that each franchise in its designated region is developed and

sor with respect to product distribution and support.
The relationship between franchisor and subfranchisor is unique and some-
what complicated. If the appropriate individual is chosen for this role, the
relationship can be mutually beneficial. The advantages of such a relation-
ship to the franchisor include rapid market penetration, the delegation of
obligations it would otherwise be required to fulfill to each franchisee in its
network, and the ability to collect a percentage of the initial franchise fee
and royalty fees from each franchisee, generally without the same level of
effort that would be required in a single-unit relationship.
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130
FRANCHISING AS A GROWTH STRATEGY
Managing Multi-Party Franchise Relationships
The management of subfranchisor relationships by the franchisor presents a
host of challenges. It is in some ways akin to a set of grandparents who dis-
agree over how their children are raising their grandchildren. Everyone is in
the same family and a balance must be struck between the needs of the sys-
tem overall to ensure that the parents are not doing anything to harm or
mistreat the children against the parent’s need not to feel micromanaged by
the grandparents. The franchisor must create a culture where the franchisor
and its team, the various subfranchisees and their teams, and each individual
franchisee and their staffs have unified thinking and shared objectives
toward the overall goals, mission, and values of the company. These common
strategic objectives and operational focus will ensure that all key parties are
singing from the same prayer book and that all energies are directed at serv-
ing the needs of the customer. The franchisor must be committed to keeping
technology-driven lines of communication open at all levels, to empowering
the subfranchisors and subfranchisees to participate in business planning
and the development of shared goals and to building systems that ensure
accountability at all levels and in all directions, as set forth in Figure 7-5.

B. Grant
1. Franchisor hereby grants to Area Developer the right and license to develop, construct, operate,
and manage
( ) Centers in strict accordance with the System and under the
Proprietary Marks within the marketing territory (‘‘Designated Marketing Territory’’) as described in Exhibit
‘‘A’’ attached hereto. Each Center shall be operated according to the terms of the individual Franchise
Agreement with respect thereto.
2. If the Area Developer complies with the terms of this Agreement, the Development Schedule,
and the individual Franchise Agreement for each Center, then Franchisor will not franchise or license
others, nor will it itself directly or indirectly develop, own, lease, construct, or operate in any manner, any
Centers in the Designated Marketing Territory during the term hereof.
3. This Agreement is not a franchise agreement and Developer shall have no right to use in any
manner the Proprietary Marks of Franchisor by virtue hereof.
C. Development Fee
Area Developer shall pay to Franchisor a nonrefundable development fee of Five Thousand Dollars
($5,000) per Center to be developed by Area Developer, which shall be paid upon execution of this
Agreement, which fee shall be fully earned by Franchisor in consideration of its execution of the Agree-
ment and its services and forbearance in offering franchises in the Designated Marketing Territory that is
the subject of this Agreement. With respect to all Centers to be developed under this Agreement, Fran-
chisor and Area Developer shall enter into an individual Franchise Agreement for each such Center
within thirty (30) days prior to the grand opening thereof, which Agreement shall be in the form of the
then current Franchise Agreement offered to new franchisees; provided, however, that the royalty fees
shall remain the same as those royalty fees set forth in the individual Franchise Agreement being exe-
cuted currently herewith.
D. Development Schedule
Area Developer shall open and continuously operate the Centers in accordance with the System
and the development schedule set forth in Exhibit B (the ‘‘Development Schedule’’). In the event that
Area Developer opens and operates a greater number of Centers than is required to comply with the
current period of the Development Schedule, the requirements of the succeeding period(s) shall be
deemed to have been satisfied to the extent of such excess number of Centers. Except as otherwise

C. If Area Developer is in full compliance with this Agreement, Franchisor shall not unreasonably
withhold its approval of an assignment or transfer to proposed assignees or transferees who are of good
moral character, have sufficient business experience, aptitude, and financial resources and otherwise
meet the Franchisor’s then applicable standards for area developers and are willing to assume all obliga-
tions of Area Developer hereunder and to execute and be bound by all provisions of the Franchisor’s
then current form of Area Development Agreement for a term equal to the remaining term hereof. As a
condition to the granting of its approval of any such assignee or transferee, Franchisor may require Area
Developer or the assignee or transferee to pay to the Franchisor its then current transfer fee as specified
in Subsection F to defray expenses incurred by the Franchisor in connection with the assignment or
transfer, legal and accounting fees, credit and other investigation charges and evaluation of the assignee
or transferee, and the terms of the assignment or transfer. Franchisor shall have the right to require Area
Developer and its owners to execute a general release of Franchisor in a form satisfactory to Franchisor
as a condition to its approval of the assignment of this Agreement or ownership of Area Developer.
G. Change in Territory
The parties acknowledge that the development of the Designated Marketing Territory as anticipated
hereunder has been determined according to the needs of the existing individuals who constitute Area
Developer’s targeted market in the Designated Marketing Territory, as determined by Franchisor, as of
the date of execution of this Agreement. The parties agree that if there is an increased public demand
for the products and services offered by Franchisor due to an increase in the number of individuals in
the Designated Marketing Territory, as may be determined by a future demographic study, Franchisor
shall have the right to demand that additional Centers be established within the Designated Marketing
Territory. Area Developer shall have the right of first refusal to establish any such additional Centers
deemed necessary and Franchisor agrees that such additional Centers shall be established only under
the following terms and conditions:
(i) Any additional Centers shall be governed by the then current individual Franchise Agreement;
and
(ii) Additional Centers will only be deemed necessary if the number of individuals in the Designated
Marketing Territory increases by persons.
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