Chapter 1 INTRODUCTION
Chapter 2 THE IMPACT OF FRANCHISING ON THE ECONOMIES OF CERTAIN COUNTRIES
I. INTRODUCTION
II. THE UNITED STATES OF AMERICA
III. CANADA
IV. FRANCE
V. UNITED KINGDOM
VI. JAPAN
VII. GERMANY
VIII. ITALY
IX. NETHERLANDS
X. SPAIN
XI. BELGIUM
XII. AUSTRALIA AND NEW ZEALAND
XIII. CONCLUSION
Chapter 3 LEGISLATION IMPACTING ON FRANCHISING
I. THE LEGAL ENVIRONMENT
II. ANTI-TRUST OR COMPETITION LEGISLATION
III. SECURITIES LEGISLATION
IV. INTELLECTUAL PROPERTY LEGISLATION
V. TAXATION LEGISLATION
VI. CORPORATE LAW AS WELL AS LAWS RELATING TO THE ESTABLISHMENT OF JOINT VENTURES
VII. EXCHANGE CONTROLS AND LIMITATIONS ON ROYALTIES
VIII. TRANSFER OF TECHNOLOGY LEGISLATION
IX. CONTRACT LAW
X. IMPORT/EXPORT CONTROLS
XI. LABOR LAWS
XII. INVESTMENT LAWS
XIII. PACKAGING AND LABELLING LAWS
XIV. FOOD AND DRUG LAWS
XV. IMMIGRATION LAWS
XVI. ELECTRONIC COMMERCE AND PRIVACY
XVII. QUESTIONNAIRE FOR LEGAL COMPLIANCE
XVIII. CONCLUSION
Chapter 4 SPECIFIC LEGISLATION RELATING TO FRANCHISING
I. INTRODUCTION
II. UNIDROIT MODEL FRANCHISE DISCLOSURE LAW
Chapter 5 DIFFERENT COMMERCIAL VEHICLES AVAILABLE
INTRODUCTION
II. BASIS FOR NEGATIVE EXPERIENCE IN INTERNATIONAL FRANCHISING
III. FACTORS MOTIVATING A FRANCHISOR TO EXPAND INTERNATIONALLY
IV. EXAMINATION OF THE MOTIVATING FACTORS
V. DIFFERENT COMMERCIAL VEHICLES OR METHODS AVAILABLE TO A FRANCHISOR
VI. FACTORS TO CONSIDER IN DETERMINING THE MOST APPROPRIATE COMMERCIAL VEHICLE OR METHOD FOR USE IN INTERNATIONAL FRANCHISING
VII. UNREALISTIC EXPECTATIONS BY THE PARTIES TO THE INTERNATIONAL FRANCHISE AGREEMENT
Chapter 6 AN EXAMINATION OF THE DIFFERENT COMMERCIAL VEHICLES AVAILABLE TO A FRANCHISOR FOR INTERNATIONAL EXPANSION
I. INTRODUCTION
II. THE FRANCHISOR FRANCHISES INDIVIDUAL FRANCHISE UNITS DIRECTLY FROM HIS COUNTRY INTO THE FOREIGN COUNTRY WITHOUT THE INTERVENTION OF A THIRD PARTY
III. THE FRANCHISOR ESTABLISHES A SUBSI-DIARY OR BRANCH OFFICE IN THE FOR-
EIGN COUNTRY WHICH ACTS AS THE FRANCHISOR FOR THE PURPOSE OF GRANTING FRANCHISES IN THE FOREIGN COUNTRY
IV. THE FRANCHISOR ENTERS INTO A DEVELOPMENT AGREEMENT DIRECTLY WITH A DEVELOPER TO DEVELOP AND OWN ALL OF THE FRANCHISE OUTLETS IN THE FOREIGN COUNTRY
V. THE FRANCHISOR GRANTS A MASTER FRANCHISE TO A SUB-FRANCHISOR PERMITTING HIM TO GRANT SUB-FRANCHISES TO SUB-FRANCHISEES AS WELL AS TO OPEN UP FRANCHISEOUTLETS IN THE FOREIGN COUNTRY
VI. THE FRANCHISOR ENTERS INTO A JOINT VENTURE AGREEMENT WITH A NATIONAL OF THE FOREIGN COUNTRY TO ESTABLISH JOINT VENTURE ENTITY, USUALLY A COMPANY, IN THE FOREIGN COUNTRY.THE JOINT VENTURE COMPANY THEN ENTERS INTO EITHER A DEVELOPMENT AGREEMENT OR, MORE TYPICALLY, A MASTER FRANCHISE AGREEMENT WITH THE FRANCHISOR
VI. CONCLUSION
Chapter 7 DIRECT FRANCHISING
I. INTRODUCTION
II. UNIT FRANCHISE AGREEMENTS
III. BUSINESS CONSIDERATIONS OF DIRECT FRANCHISING WITHIN THE CONTEXT OF INTERNATIONAL FRANCHISING - HOW TO AVOID SOME OF THE PITFALLS
IV. CONCLUSION
Chapter 8 DEVELOPMENT AGREEMENTS
I. TYPES OF DEVELOPMENT AGREEMENTS
II. DISTINCTION BETWEEN MASTER DEVELOPMENT AGREEMENTS AND AREA DEVELOPMENT AGREEMENTS
III. USE OF MASTER DEVELOPMENT AGREEMENTS IN INTERNATIONAL FRANCHISING
IV. PROVISIONS TO BE INCLUDED IN MASTER DEVELOPMENT AGREEMENTS
V. VARIATIONS IN FORMAT
VI. MULTIPLE UNIT FRANCHISE AGREEMENTS
VII. CONCLUSION
Chapter 9 MASTER FRANCHISE AGREEMENTS
I. INTRODUCTION
II. GRANT OF EXCLUSIVE RIGHTS
III. MINIMUM DEVELOPMENT SCHEDULE
IV. THE TERM AND IMPACT OF APPROACHING EXPIRATION OF THE TERM OF THE MASTER FRANCHISE AGREEMENT ON THE DEVELOPMENT SCHEDULE
V. FRANCHISE OUTLETS TO BE OWNED BY THE SUB-FRANCHISOR
VI. STANDARD FORM UNIT FRANCHISE AGREEMENT
VII. PROTECTION OF THE FRANCHISE SYSTEM AND TRADE MARKS
VIII. ADAPTATION OF THE FRANCHISE SYSTEM
IX. DEFAULT BY THE SUB-FRANCHISOR RESULTING FROM THE DEFAULT BY A SUB-FRANCHISEE AS REGARDS ROYALTY AND OTHER PAYMENTS
X. APPORTIONMENT BETWEEN THE FRANCHISOR AND SUB-FRANCHISOR OF INITIAL FRANCHISE FEES, CONTINUING ROYALTY FEES AND OTHER FEES PAYABLE BY SUB-FRANCHISEES TO THE SUB-FRANCHISOR PURSUANT TO THE UNIT FRANCHISE AGREEMENT
XI. TRADE MARK MATTERS
XII. ESTABLISHMENT OF A PILOT OUTLET AND/OR TRAINING FACILITY
XIII. TERMINATION OF THE MASTER FRANCHISE AGREEMENT BY THE FRANCHISOR AND THE EFFECT OF TERMINATION
XIV. RESTRICTIVE COVENANTS AND OWNERSHIP OF KNOW-HOW FOLLOWING EXPIRATION OF THE TERM OF THE AGREEMENT
XV. DUTIES AND OBLIGATIONS OF THE FRANCHISOR
XVI. DUTIES AND OBLIGATIONS OF THE SUB- FRANCHISOR
XVII. TERMINATION OF THE MASTER FRANCHISE AGREEMENT BY THE SUB-FRANCHISOR
XVIII. SALE, TRANSFER AND ASSIGNMENT
XIX. IMPORTANT ELEMENTS IN A MASTER FRANCHISE RELATIONSHIP FROM THE POINT OF VIEW OF THE SUB-FRANCHISOR
XX. CONCLUSION
Chapter 10 NEGOTIATING THE INTERNATIONAL MASTER FRANCHISE AGREEMENT
I. INTRODUCTION
II. THE NEGOTIATING PROCESS
III. CHOICE OF SUB-FRANCHISOR
IV. SUBSEQUENT DEALINGS BETWEEN THE FRANCHISOR AND THE SUB-FRANCHISOR
V. MASTER FRANCHISE FEES AND SERVICES TO BE PROVIDED BY THE FRANCHISOR TO THE SUB-FRANCHISOR
VI. ADAPTATION OF THE FRANCHISE SYSTEM
VII. TERM OF THE AGREEMENT AND RIGHT TO RENEW
VIII. ADAPTATION OF A DOMESTIC MASTER FRANCHISE AGREEMENT FOR INTERNATIONAL USE
IX. ENGAGING LOCAL COUNSEL
Chapter 11 OTHER FORMS OF INTERNATIONAL FRANCHISE ARRANGEMENTS
I. INTRODUCTION
II. "BAREBONES" LICENSE AGREEMENT
III. SCALED DOWN VERSION OF A MASTER FRANCHISE AGREEMENT
IV. HYBRID FRANCHISE/LICENSE AGREEMENT
V. HYBRID FORM OF DEVELOPMENT/MASTER FRANCHISE AGREEMENT
VI. AREA REPRESENTATION AGREEMENTS
VII. CONCLUSION
Chapter 12 INTERNATIONAL JOINT VENTURE ARRANGEMENTS
I. DEFINITION OF A JOINT VENTURE
II. SITUATIONS WHERE JOINT VENTURE ARRANGEMENTS ARE MOST APPROPRIATE WITHIN THE CONTEXT OF INTERNATIONAL FRANCHISING
III. ADVANTAGES AND DISADVANTAGES OF JOINT VENTURE ARRANGEMENTS
IV. NATURE OF THE JOINT VENTURE RELATIONSHIP
V. EXAMINATION OF THE BUY-SELL PROVISIONS AFFECTING THE JOINT VENTURE COMPANY
VI. FRANCHISOR MAY BE IN A CONFLICT OF INTEREST
VII. CONCLUSION
Chapter 13 PROVISIONS COMMONLY FOUND IN ALL INTERNATIONAL FRANCHISE AGREEMENTS
I. INTRODUCTION
II. CURRENCY OF PAYMENTS
III. CONVERSION OF CURRENCY
IV. COST OF CONVERTING CURRENCY
V. PAYMENT OF ROYALTIES WHERE TERRITORIAL RIGHTS INVOLVE MORE THAN ONE COUNTRY
VI. WITHHOLDING TAXES
VII. EXCHANGE CONTROLS
VIII. LANGUAGE, WEIGHTS AND MEASURES
IX. THE IMPACT OF THE IMPOSITION OF QUOTAS OR OTHER IMPORT RESTRICTIONS
X. ARBITRATION
XI. MEDIATION
XII. CHOICE OF JURISDICTION AND APPLICABLE LAW
XIII. FORCE MAJEURE CLAUSES
Chapter 14 TEST PERIOD AGREEMENTS
I. THE OPPOSING INTERESTS OF FRANCHISOR AND SUB-FRANCHISOR
II. INITIAL MASTER FRANCHISE FEE
III. DEVELOPMENT SCHEDULE
IV. USE OF TEST PERIOD AGREEMENTS
V. ALTERNATIVE FORM OF TEST PERIOD AGREEMENT
VI. CONCLUSION
Chapter 15 TRADE MARKS IN INTERNATIONAL FRANCHISING
I. PROTECTION OF TRADE MARKS INTERNATIONALLY
II. AVAILABILITY OF TRADE MARKS
III. WEAK VERSUS STRONG TRADE MARKS
IV. INTERNATIONAL CLASSIFICATION OF GOODS AND SERVICES
V. REGISTRATION PROCEDURES
VI. OTHER CONSIDERATIONS
VII. CANADA
VIII. CHINA
IX. FRANCE
X. GERMANY
XI. ITALY
XII. JAPAN
XIII. MEXICO
XIV. THE UNITED KINGDOM
XV. THE UNITED STATES OF AMERICA
XVI. INTERNATIONAL CONVENTIONS
XVII. FILING STRATEGIES
Chapter 16 INCOME TAX CONSIDERATIONS OF INTERNATIONAL FRANCHISING
I. ALTERNATIVE BUSINESS ARRANGEMENTS
II. BUSINESS STRUCTURE 1:
III. BUSINESS STRUCTURE 2:
IV. BUSINESS STRUCTURE 3:
V. CHOICE OF APPROPRIATE BUSINESS STRUCTURE
VI. OTHER CONSIDERATIONS
Chapter 17 BLOCK EXEMPTION ADOPTED BY THE EUROPEAN COMMISSION
I. INTRODUCTION
II. ARTICLE 81 AND ITS IMPACT ON FRANCHISING
III. THE PRONUPTIA CASE
IV. BLOCK EXEMPTION REGULATIONS GENERALLY
V. THE BLOCK EXEMPTION REGULATION
VI. THE NEW BLOCK EXEMPTION REGULATION
VII. CONCLUSION
APPENDICES
1. INTERNATIONAL FRANCHISING: COMMONLY USED TERMS
2. A COMPARISON OF INTERNATIONAL VS. DOMESTIC EXPANSION BY U.S. FRANCHISE SYSTEMS
3. FRANCHISE ASSOCIATIONS WORLDWIDE
4. VARIOUS CODES OF ETHICS
I. EUROPE-THE EUROPEAN CODE OF ETHICS
II. UNITED STATES-INTERNATIONAL FRANCHISE CODE OF ETHICS
III. CANADA-CANADIAN FRANCHISE ASSOCIATIONS CODE OF ETHICS
IV. AUSTRALIA-FRANCHISING CODE OF PRACTICE
V. ITALY-REGULATION OF THE ITALIAN FRANCHISE ASSOCIATION
5. THE BLOCK EXEMPTION REGULATION
6. COMMENTS ON THE GREEN PAPER ON VERTICAL RESTRAINTS IN EC COMPETITION
I. INTRODUCTION
II. GENERAL COMMENTS
III. SPECIFIC COMMENTS
IV. CONCLUSION
7. DRAFT COMMISSION NOTICE ON THE DEFINITION OF THE RELEVANT MARKET FOR THE PURPOSES OF COMMUNITY COMPETITION LAW
I. INTRODUCTION
II. DEFINITION OF RELEVANT MARKET A.7(2)
III. EVIDENCE RELIED UPON TO DEFINE RELEVANT MARKETS
IV. PARTICULAR SITUATIONS
INDEX
