A franchise lawyer does more than summarize the contract. The goal is to identify obligations that could materially change your economics, control, or ability to exit.
1. Which terms differ from the FDD summary?
Ask counsel to reconcile the franchise agreement and its exhibits with the disclosures. The signed agreement controls your legal obligations.
2. What can the franchisor change unilaterally?
Operating manuals, technology requirements, approved suppliers, remodel standards, and marketing rules may change after signing. Understand the limits.
3. How protected is the territory?
Clarify carve-outs for online sales, alternative channels, national accounts, acquisitions, and related brands.
4. What triggers default or termination?
Review cure periods, cross-defaults, minimum performance requirements, reporting duties, and conduct clauses.
5. What happens during a dispute?
Venue, governing law, arbitration, jury waivers, fee shifting, and limitations periods can materially affect the cost of enforcing rights.
6. Can I sell or transfer the business?
Ask about consent, transfer fees, refurbishment requirements, buyer qualifications, rights of first refusal, and release of personal guarantees.
7. What survives after exit?
Review noncompetition, confidentiality, de-identification, lease, equipment, customer-data, and guarantee obligations.
The FTC Franchise Rule generally requires delivery of the disclosure document at least 14 calendar days before signing or payment, subject to the rule’s terms. Use that review period deliberately.
Primary reference: FTC Franchise Rule, 16 CFR Part 436.