Practice Area

Franchise & Distribution

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Overview

Franchise and distribution arrangements allow businesses to scale without proportionate capital deployment — but they also create legal relationships of significant complexity. The franchisor’s brand, operational standards, and customer relationships are placed in the hands of third parties. The distributor’s territory, margins, and exclusivity determine whether the relationship is commercially viable. At Corpus Lawyers, we draft and negotiate franchise, distribution, and dealership agreements that protect the principal’s interests while creating arrangements that are commercially sustainable for the network.

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Franchise Agreement Drafting

Drafting of franchise agreements covering the licence of brand and system, territory, operational standards and compliance, training obligations, marketing fund contributions, royalties and fees, quality control audit rights, renewal terms, and termination and post-termination restrictions.

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Franchise Disclosure and Pre-Contractual Obligations

Advisory on disclosure obligations to prospective franchisees under applicable law, structuring of franchise information memoranda, and management of pre-contractual negotiations to avoid misrepresentation claims and ensure franchisees are appropriately informed.

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Distribution and Dealership Agreements

Drafting and negotiation of distribution agreements, dealership agreements, and authorised service centre arrangements — covering territory exclusivity, minimum purchase obligations, pricing arrangements, stock return rights, warranty pass-through, and termination provisions.

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Master Franchise and Area Development Agreements

Drafting of master franchise agreements for regional or national master franchisees, including sub-franchising rights, development obligations, and management of the three-party relationship between franchisor, master franchisee, and sub-franchisees.

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Franchise and Distribution Disputes

Advisory and representation in disputes arising from franchise and distribution arrangements, including termination disputes, post-termination non-compete enforcement, brand misuse claims, and recovery of unpaid fees — before courts and arbitral tribunals.