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Guide 04 · 8 min

How to read a franchise agreement

Read every clause on term, territory, fees, supply, exit and disputes before you sign, and have a lawyer check it.

Why the agreement matters

India has no special franchise law. Your rights come from the contract and from general law such as the Indian Contract Act, 1872. If a promise is not written in the agreement, it is hard to prove later.

Ask for the full draft well before you pay. Do not sign a document that you have not read in a language you understand. You can ask for a Hindi copy to read, but the signed version will govern.

Term and renewal

Check how many years the agreement runs. Check if you can renew, who decides, and at what cost.

A short term with a costly fit-out is risky. You may not earn back your money before the term ends.

Territory

Check if the territory is written with a clear map or list of pin codes. Check if it is exclusive. Can the brand open another outlet, or sell online, in your area?

Fees, royalty and changes

List every payment: franchise fee, royalty, marketing fee, deposit, training, software, renewal and transfer fee. Check when each is due and what happens if you pay late.

Check if the brand can raise fees or change rules by itself. If yes, ask for a limit.

Supply lock-in

Many agreements force you to buy goods and equipment only from the brand or its named vendors. Ask for the price list and compare it with the market. Ask if you can buy elsewhere.

Check what happens if supply is late or short. Who pays for your loss?

Exit, termination and transfer

Read when the brand can end the agreement and with how much notice. Read when you can leave and what you lose. Check whether the deposit is returned and whether unsold stock is taken back.

Check if you can sell your outlet to someone else, and whether the brand must approve and can charge a fee.

Non-compete and disputes

Many agreements stop you from running a similar business after you leave. Section 27 of the Indian Contract Act says that agreements in restraint of trade are void, with limited exceptions. How it applies to your case is a legal question. Ask a lawyer.

Check where disputes will be decided: court or arbitration, and in which city. A faraway city makes a case costly for you.

Hire a lawyer who knows contract and trademark law. The fee is small compared with the money you will invest.

Sources (1)
  1. Indian Contract Act, 1872 (India Code) · 1872

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