Avoiding the Accidental Franchise: Best Practices for Structuring Licenses or Distribution Agreements
Recording of a 90-minute CLE video webinar with Q&A
This CLE course will guide business counsel in determining when arrangements intended as licenses or distribution agreements could inadvertently result in creating a franchise. The panel will discuss strategies for structuring these arrangements to avoid an accidental franchise.
- Determining whether a business constitutes a franchise
- Three-prong analysis
- Variance among federal and state law definitions
- Strategies for drafting licenses and distribution agreements to avoid accidental franchises
- Trademark use
- "Marketing plan," "community of interest," or substantial assistance/significant control
- Franchise fee
- Complying with federal and state franchise and business opportunity laws once a franchise is established
- Franchise sales laws
- Franchise "relationship" laws
The panel will review these and other crucial issues:
- How do franchise arrangements differ from non-franchise licensing and distribution agreements? What are the pros and cons of each?
- What risks do businesses face if they inadvertently misclassify their franchise as a non-franchise license or distribution agreement?
- What federal, state, and foreign franchise laws apply when a business is determined to be a franchise, and what are the key legal requirements of each?
Rochelle (Shelley) Spandorf
Davis Wright Tremaine
Ms. Spandorf focuses her practice on business franchise and distribution issues, representing franchisors,... | Read More
Ms. Spandorf focuses her practice on business franchise and distribution issues, representing franchisors, manufacturers, licensors, suppliers, franchisees, and distributors in their domestic and international expansion and strategic development. She concentrates her practice on a broad spectrum of transactional and regulatory issues for clients in all industry sectors, and assists clients with their contracts and legal compliance matters, franchise sales compliance duties, and operating issues.Close
Craig R. Tractenberg
Mr. Tractenberg is a skilled international litigator who handles complex business disputes involving intellectual... | Read More
Mr. Tractenberg is a skilled international litigator who handles complex business disputes involving intellectual property, licenses, business torts and insolvency issues. He regularly structures new franchise programs, many of which are international. Mr. Tractenberg also defends and enforces franchise agreements. He has also served as special counsel to franchise companies.Close