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Franchise Transfer Agreement Template for Philippines

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Key Requirements PROMPT example:

Franchise Transfer Agreement

"I need a Franchise Transfer Agreement for my retail clothing store franchise in Manila, with the transfer to be completed by March 2025, ensuring compliance with Philippine retail trade regulations and including specific provisions for inventory valuation and staff retention."

Document background
The Franchise Transfer Agreement is a crucial document used when an existing franchisee wishes to transfer their franchise rights and obligations to a new franchisee in the Philippines. This agreement is essential for ensuring a smooth and legally compliant transition of franchise operations while protecting the interests of all parties involved. It must comply with Philippine franchise regulations, including the Securities Regulation Code, DTI guidelines, and relevant provisions of the Civil Code of the Philippines. The document covers essential elements such as transfer terms, purchase price, assets involved, training requirements, and ongoing obligations. It's particularly important in the Philippine context where franchise businesses are highly regulated and require specific compliance measures. The agreement typically requires franchisor approval and may need to address specific local business practices and regulatory requirements unique to the Philippine market.
Suggested Sections

1. Parties: Identifies the current franchisee (transferor), the new franchisee (transferee), and the franchisor

2. Background: Outlines the existing franchise relationship, reason for transfer, and context of the agreement

3. Definitions: Defines key terms used throughout the agreement

4. Transfer of Franchise Rights: Details the specific rights and obligations being transferred

5. Purchase Price and Payment Terms: Specifies the consideration for the transfer and payment structure

6. Conditions Precedent: Lists requirements that must be met before the transfer becomes effective

7. Franchisor's Consent: Documents the franchisor's approval of the transfer and any conditions attached

8. Handover Process: Outlines the transition process and timeline

9. Representations and Warranties: States the promises and guarantees made by each party

10. Training and Support: Details the training requirements for the new franchisee

11. Post-Transfer Obligations: Specifies ongoing obligations of all parties after the transfer

12. Indemnification: Sets out the parties' indemnification obligations

13. Governing Law and Jurisdiction: Specifies Philippine law as governing law and defines jurisdiction for disputes

14. Execution: Formal signing section with witness requirements

Optional Sections

1. Employee Matters: Required when employees are being transferred as part of the franchise transfer

2. Third-Party Consents: Needed when specific third-party approvals are required for the transfer

3. Intellectual Property Assignment: Required when specific IP rights need separate transfer documentation

4. Tax Provisions: Detailed section needed when complex tax implications exist

5. Competition Compliance: Required when transfer might raise competition law concerns

6. Foreign Investment Provisions: Required when the transfer involves foreign investors

7. Broker Provisions: Needed when a broker was involved in facilitating the transfer

Suggested Schedules

1. Schedule 1 - Existing Franchise Agreement: Copy or summary of the current franchise agreement being transferred

2. Schedule 2 - Assets Inventory: Detailed list of physical assets included in the transfer

3. Schedule 3 - Financial Statements: Recent financial statements of the franchise business

4. Schedule 4 - Transfer Price Calculation: Detailed breakdown of the transfer price components

5. Schedule 5 - Handover Checklist: Comprehensive list of items and tasks for the transfer process

6. Schedule 6 - Required Licenses and Permits: List of all necessary governmental and regulatory approvals

7. Schedule 7 - Existing Contracts: List of all contracts being transferred or requiring assignment

8. Appendix A - Form of Franchisor's Consent: Standard form of the franchisor's written consent

9. Appendix B - Training Program: Details of required training for the new franchisee

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions









































Clauses









































Relevant Industries

Food and Beverage

Retail

Hospitality

Education and Training

Healthcare Services

Automotive Services

Personal Care and Beauty

Real Estate

Professional Services

Technology and Electronics

Fashion and Apparel

Relevant Teams

Legal

Finance

Operations

Compliance

Business Development

Risk Management

Corporate Secretariat

Regulatory Affairs

Commercial

Mergers & Acquisitions

Strategy

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

Franchise Development Manager

Business Development Director

Legal Counsel

Compliance Officer

Operations Director

Finance Manager

Branch Manager

Franchise Relations Manager

Commercial Director

Business Owner

Franchise Consultant

Risk Management Officer

Corporate Secretary

Regulatory Affairs Manager

Industries








Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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