[{"data":1,"prerenderedAt":522},["ShallowReactive",2],{"document-franchise-disclosure-document-D13177":3},{"document":4,"label":21,"preview":11,"thumb":22,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":23,"breadcrumb":27,"related":33,"customDescModule":168,"customdescription":6,"mdFm":169,"mdProseHtml":521},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":16,"keywords":15},"FRANCHISE DISCLOSURE DOCUMENT [FRANCHISOR NAME AND ADDRESS] This document contains valuable information including intellectual know-how and property knowledge which is confidential and is provided to the recipient on the strict condition that it remains confidential. The information, data and ideas contained in this document remain the property of [NAME OF THE FRANCHISE] unless assigned, in writing, to the recipient. No other use or disclosure of the whole or any part of this document or information may be made by the recipient without the express and written consent of [NAME OF THE FRANCHISE]. Please consider the following points before moving ahead with fulfilling any obligations: This Franchise Disclosure Document contains some of the information you need to make an informed decision about whether to enter into a franchise agreement. Entering into a franchise agreement is a serious undertaking. A franchise agreement is legally binding on you if you sign it. Take your time, read all the documents carefully, talk to other franchisees and assess your own financial resources and capabilities to deal with the requirements of the franchised business. You should make your own inquiries about the franchise and about the business of the franchise. You should get independent legal, accounting and business advice before signing the franchise agreement. It is prudent to prepare a business plan and projections for profit and cash flow. You should also consider educational courses, particularly if you have not operated a business before. THE FRANCHISOR AND ANY PARENTS FRANCHISORS: [NAME OF THE FRANCHISOR] incorporated under the laws of [STATE/PROVINCE], having its registered office at [ADDRESS]. The Franchisor is engaged in the business of [BUSINESS OF THE FRANCHISOR]. FRANCHISEE: We offer franchises for the use of our \"[NAME OF THE FRANCHISOR]\" trademarks, trade names, service marks and logos (\"Marks\") for the operation of [NAME OF THE FRANCHISOR] Franchises. The Franchise is operated under a business format per se unique system, including our valuable know-how, information, trade secrets, training methods, Confidential Operations Manual, standards, designs, methods of trademark usage, copyrights, sources and specifications, confidential electronic and other communications, methods of internet usage, marketing programs, and research and development connected with the operation and promotion of [NAME OF THE FRANCHISOR] Franchises (\"System\"). We reserve the right to change or otherwise modify the System at any time at our sole discretion. You must operate your [NAME OF THE FRANCHISOR] Franchise as per our standard operating practices and sign our standard franchise agreement (\"Franchise Agreement\"). Your [NAME OF THE FRANCHISOR] Franchise must offer only those services and products that we have authorized. We reserve the right to add, modify, or delete any services or products that you must offer or sell at your [NAME OF THE FRANCHISOR] Franchise at any time at our sole discretion. You must also obtain all necessary permits, licenses and approvals to operate your [NAME OF THE FRANCHISOR] Franchise. BUSINESS EXPERIENCE [SPECIFY THE KEY TEAM MEMBERS AND THEIR ROLES IN THE COMPANY] INITIAL FEES PAID TO THE FRANCHISOR You must pay us an \"Initial Franchise Fee\" in lump sum in the amount defined below, when you sign the Franchise Agreement for the purchase of the [NAME OF THE FRANCHISOR] Franchise. The initial Franchise fees are as follows: [SPECIFY THE INITIAL FRANCHISE FEE] The initial Franchise fees are payable to [SPECIFY] by direct mail check to [SPECIFY ADDRESS WHICH FRANCHISE FEE IS TO BE PAID TO] by [DATE]. OTHER FEES A royalty shall be charged at the rate of [PERCENTAGE OF THE ROYALTY CHARGED] of gross revenues. Gross revenues are all revenue generated by the [NAME OF THE FRANCHISEE] franchised business operation (\"Gross Revenues\"). You will be required to pay [PERCENTAGE OF THE ROYALTY CHARGED] of Gross Revenues as soon as you begin operation of your [NAME OF THE FRANCHISEE] franchised business. ESTIMATED INITIAL INVESTMENT TYPE OF EXPENDITURE AMOUNT METHOD OF PAYMENT WHEN DUE TO WHOM THE PAYMENT IS TO BE MADE Initial Franchisee Fees Franchise Starter Package Computer Hardware and Software Licensing Fees Start-up Advertising Expenses FRANCHISEE'S OBLIGATIONS To ensure that the highest degree of quality and service is maintained, the Franchisee shall operate the franchised business in strict conformity with such methods, standards, and specifications as the Franchisor may from time to time prescribe in the Manual or otherwise in writing. The Franchisee agrees: To offer only such services as described in the Franchise Agreement [REFERENCE TO A FRANCHISE AGREEMENT]; to offer such services as the Franchisor may specify from time to time; and to discontinue offering any services in relation to the franchised business which the Franchisor may, in its discretion, disapprove in writing at any time. To refrain from offering or advertising any related services hereunder without the Franchisor's prior written approval. The Franchisee shall immediately notify the Franchisor in writing of the commencement of any action, suit, or proceeding, and of the issuance of any order, writ, injunction, award, or decree of any court, agency, or other governmental instrumentality, which may adversely affect the operation or financial condition of the franchised business. The Franchisee shall provide the approved services in the approved location. It shall be the duty of the Franchisee to register their Company, pay accurate taxes and take out required insurances for the business. FRANCHISOR'S OBLIGATIONS The Franchisor's obligations include to: Provide leads on a monthly basis; Manage the regional website, which shall be fully optimized for search engines, thus fully responsive and ready to promote the franchised business of the Franchisee; Provide the Franchisee with branded promotional materials, stationery, and e-mail marketing software; Provide the Franchisee with a professional Franchise Management System (FMS) that shall automate the marketing and keep track of the activities undertaken by the Franchisee; Provide the Franchisee with business documents such as financial planning and forecast spreadsheets, and full marketing and development plans; Appoint an account manager. TRAINING The Franchisee or any person designated by him/her is required to attend three weeks' initial training provided by the Franchisor. The initial training is mandatory for the Franchisee, and the Franchisee shall not start with the operation of the business unless it has undergone the mandatory initial training. The training period may be extended if the Franchisor is not satisfied and deems it necessary that the term shall be extended in order to facilitate the smooth operation of the franchised business. COMPUTER SYSTEM The Franchisee is required to use and operate the Computer System as specified by the Franchisor, the specifications of which are attached in Exhibit A to the present document. TERRITORY You will be granted a territory (\"Territory\") in which to operate your [NAME OF THE FRANCHISOR] Franchise and to offer the services you are authorized to sell by the Franchise Agreement. Your Territory is based on demographics and other characteristics including population density and average income of the surrounding area, natural boundaries, extent of competition and the amount and size of urban, suburban and rural areas. We will not change your Territory or alter the size of your Territory unless you agree in writing. You may be granted, at our sole discretion, express permission to promote and advertise your [NAME OF THE FRANCHISOR] Facility to customers in an unsold territory adjacent to your Territory (\"Adjacent Territory\")",null,"Franchise Disclosure Document","8",513,"doc","https://templates.business-in-a-box.com/imgs/1000px/franchise-disclosure-document-D13177.png","https://templates.business-in-a-box.com/imgs/250px/13177.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#13177.xml",{"title":15,"description":6},"franchise disclosure document",[17,20],{"label":18,"url":19},"Legal Agreements","/templates/business-legal-agreements/",{"label":18,"url":19},"Franchise Disclosure Document Template","https://templates.business-in-a-box.com/imgs/400px/13177.png",[24,17,20],{"label":25,"url":26},"Templates","/templates/",[28,29,30],{"label":25,"url":26},{"label":18,"url":19},{"label":31,"url":32},"Partnerships & Joint Ventures","/templates/partnerships-and-joint-ventures/",[34,38,42,46,50,54,58,62,66,70,74,78,82,99,113,126,140,155],{"label":35,"url":36,"thumb":37,"extension":10},"Document Retention Policy","/template/document-retention-policy-D13263","https://templates.business-in-a-box.com/imgs/250px/13263.png",{"label":39,"url":40,"thumb":41,"extension":10},"Conflict Of Interest Disclosure Policy","/template/conflict-of-interest-disclosure-policy-D13630","https://templates.business-in-a-box.com/imgs/250px/13630.png",{"label":43,"url":44,"thumb":45,"extension":10},"Business Requirements Document","/template/business-requirements-document-D13873","https://templates.business-in-a-box.com/imgs/250px/13873.png",{"label":47,"url":48,"thumb":49,"extension":10},"Franchise Agreement","/template/franchise-agreement-D879","https://templates.business-in-a-box.com/imgs/250px/879.png",{"label":51,"url":52,"thumb":53,"extension":10},"Franchise Application","/template/franchise-application-D880","https://templates.business-in-a-box.com/imgs/250px/880.png",{"label":55,"url":56,"thumb":57,"extension":10},"Disclosure Notice","/template/disclosure-notice-D534","https://templates.business-in-a-box.com/imgs/250px/534.png",{"label":59,"url":60,"thumb":61,"extension":10},"Franchise Operations Manual","/template/franchise-operations-manual-D13695","https://templates.business-in-a-box.com/imgs/250px/13695.png",{"label":63,"url":64,"thumb":65,"extension":10},"Master Franchise Agreement","/template/master-franchise-agreement-D892","https://templates.business-in-a-box.com/imgs/250px/892.png",{"label":67,"url":68,"thumb":69,"extension":10},"Test Franchise Feasibility","/template/test-franchise-feasibility-D115","https://templates.business-in-a-box.com/imgs/250px/115.png",{"label":71,"url":72,"thumb":73,"extension":10},"Consultant Non-Disclosure Agreement","/template/consultant-non-disclosure-agreement-D153","https://templates.business-in-a-box.com/imgs/250px/153.png",{"label":75,"url":76,"thumb":77,"extension":10},"Employee Non Disclosure Agreement","/template/employee-non-disclosure-agreement-D538","https://templates.business-in-a-box.com/imgs/250px/538.png",{"label":79,"url":80,"thumb":81,"extension":10},"Interview Confidential Disclosure Agreement","/template/interview-confidential-disclosure-agreement-D582","https://templates.business-in-a-box.com/imgs/250px/582.png",{"description":83,"descriptionCustom":6,"label":84,"pages":85,"size":86,"extension":10,"preview":87,"thumb":88,"svgFrame":89,"seoMetadata":90,"parents":91,"keywords":97,"url":98},"LICENSE AGREEMENT This License Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Indemnitor\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [LICENSEE NAME] (the \"Indemnitee\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] In consideration of the mutual promises contained in this agreement, the parties agree as follows: GRANT OF LICENSE; DESCRIPTION OF PREMISES Licensor grants to licensee a license to occupy and use, subject to all of the terms and conditions of this agreement, the following described property located in [CITY], [STATE/PROVINCE]: [insert legal description]. LIMITATION TO DESCRIBED PURPOSE The above-described property may be occupied and used by licensee solely for [specify primary purpose(s)] and for incidental purposes related to such purpose during the period beginning [date], and continuing until this agreement is terminated as provided in this agreement. PERIODIC PAYMENTS Licensee shall pay licensor for this license at the rate of [AMOUNT] per [month] payable in advance. The first payment shall be made on the date of the beginning of the period specified above. Subsequent payments shall be made in advance promptly on the [day of each month] thereafter during the continuation of this agreement. VARIABLE PAYMENTS In addition to making the payments provided for in Section Three of this agreement, licensee shall make payments based on the extent of utilization of the above-described property. Such payments shall be at the rate of [SPECIFY]. The first payment under this provision shall cover the period from and including [date], to and including [date], and shall be due and payable on [date]. Subsequent payments shall cover [NUMBER] intervals after [date], and each such payment shall be due and payable [NUMBER] days after the expiration of the [TIME] interval to which it is applicable. All payments shall be supported by appropriate statements certified by licensee. TERMINATION Either party may terminate this agreement at any time, without regard to payment periods by giving written notice to the other, specifying the date of termination, such notice to be given not less than [NUMBER] days prior to the date specified in such notice for the date of termination. Should the above-described property, or any essential part of such property, be totally destroyed by fire or other casualty, this agreement shall immediately terminate; and, in the case of partial destruction, this agreement may be terminated by either party by giving written notice to the other, specifying the date of termination, such notice to be given within [NUMBER] days following such partial destruction and not less than [NUMBER] days prior to the termination date specified in such notice.","License Agreement","3",43,"https://templates.business-in-a-box.com/imgs/1000px/license-agreement-D1180.png","https://templates.business-in-a-box.com/imgs/250px/1180.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#1180.xml",{"title":6,"description":6},[92,94],{"label":18,"url":93},"business-legal-agreements",{"label":95,"url":96},"License Agreements","license-agreement","license agreement","/template/license-agreement-D1180",{"description":100,"descriptionCustom":6,"label":101,"pages":102,"size":103,"extension":10,"preview":104,"thumb":105,"svgFrame":106,"seoMetadata":107,"parents":108,"keywords":111,"url":112},"JOINT VENTURE AGREEMENT This Joint Venture Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"First Joint Venturer\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [SECOND JOINT VENTURER NAME] (the \"Second Joint Venturer\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] This Agreement is entered by First Joint Venturer and Second Joint Venturer, herein after collectively referred to as the \"Joint Venturers\", for the purpose of performing: [DESCRIBE JOINT VENTURE]. WITNESSETH: WHEREAS, the parties are desirous of forming a Joint Venture (the \"Venture\"), under the laws of the [State/Province] of [STATE/PROVINCE] by execution of this Agreement for the purposes set forth herein and are desirous of fixing and defining between themselves their respective responsibilities, interests, and liabilities in connection with the performance of the before mentioned project; and NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, the Parties herein agree to constitute themselves as Joint Venturers, henceforth, \"Venturers\" for the purposes before mentioned, and intending to be legally bound hereby, the parties hereto, after first being duly sworn, do covenant, agree and certify as follows: DEFINITIONS \"Affiliate\" shall refer to (i) any person directly or indirectly controlling, controlled by or under common control with another person, (ii) any person owning or controlling 10% or more of the outstanding voting securities of such other person, (iii) any officer, director or other partner of such person and (iv) if such other person is an officer, director, joint Venturer or partner, any business or entity for which such person acts in any such capacity. \"Venturers\" shall refer to [VENTURE NAME] Inc., and any successor(s) as may be designated and admitted to the Venture. \"Internal Revenue Code\", \"Code\" or \"I.R.C.\" shall refer to the current and applicable Internal Revenue Code. \"Net Profits and Net Losses\" means the taxable income and loss of the Venture, except as follows: [DESCRIBE] The \"Book\" value of an asset shall be substituted for its adjusted tax basis if the two differ, but otherwise Net Profits and Net Losses shall be determined in accordance with federal income tax principles. \"Project\" shall refer to that certain [DESCRIBE] project known as [NAME]. \"Treasury Regulations\" shall refer to those regulations promulgated by the Department of the Treasury with respect to certain provision of Internal Revenue Code. \"Percentage of Participation\" shall refer to that figure set forth in Exhibit A. FORMATION, NAME, AND PRINCIPLE PLACE OF BUSINESS Formation (a) The Venturers do hereby form a joint venture pursuant to the laws of the State of [STATE/PROVINCE] in order for the Venture to carry on the purposes for which provision is made herein. (b) The Ventures shall execute such certificates as may be required by the laws of the [State/Province] of [STATE/PROVINCE] or of any other state in order for the Venture to operate its business and shall do all other acts and things requisite for the continuation of the Venture as a joint venture pursuant to applicable law. Name The Name and style under which the Venture shall be conducted is: [DESCRIBE]. Principal place of business The Venture shall maintain its principal place of business at [FULL ADDRESS]. The Venture may re-locate its office from time to time or have additional offices as the Venturers may determine. PURPOSE OF THE JOINT VENTURE The business of the Venture shall be to perform: [DESCRIBE], a project having the Contract # , being entitled, and being in a dollar amount of [AMOUNT], in accordance with the contract documents for the Project and all such other business incidental to the general purposes herein set forth. TERM The term of the Venture shall commence as of the date hereof and shall be terminated and dissolved upon the earliest to occur of: (i) completion of the Project and receipt of all sums due the Venture by the Owner, [OWNER NAME] pursuant thereto and payment of all laborers and material men employed by the Venture in connection with the project; (ii) [DATE]; (iii) the unanimous agreement of the Ventures; or (iv) the order of a court of competent jurisdiction. PERCENTAGE OF PARTICIPATION Description Except as otherwise provided in sections 6.0 and 9.0 hereof, the interest of the Parties in any gross profits and their respective shares in any losses and/or liabilities that may result from the filing of a joint bid and/or the performance of the Construction Contract, and their interests in all property and equipment acquired and all money received in connection with the performance of the Contract shall be as follows: [Name Joint Venture Partner Percentage] Losses The Parties agree that in the event any losses arise out of or results from the performance of the Project, each Venturer shall assume and pay the share of the losses that is equal to the percentage of participation. Liabilities If for any reason, a Venturer sustains any liabilities or is required to pay any losses arising out of or directly connected with the Project, or the execution of any surety bonds or indemnity agreements in connection therewith, which are in excess of its Percentage of Participation, in the Joint Venture, the other Venturer shall promptly reimburse such Venturer this excess, so that each and every member of the Joint Venturer will then have paid its proportionate share of such losses to the full extent of its Percentage of Participation. Indemnities The Venturers agree to indemnify each other and to hold the other harmless from, any and all losses of the Joint Venture that are in excess of such other Venturer's Percentage of Participation. Provided that the provisions of this subsection shall be limited to losses that are directly connected with or arise out of the performance of the Project and/or the execution of any bonds or indemnity agreements in connection therewith and shall not be relate to or include any incidental, indirect or consequential losses that may be sustained or suffered by a Party. Duration The Parties shall from time to time execute such bonds and indemnity agreements, including applications there and other documents that may be necessary in connection with the performance of the Project. Provided however, that the liability of each of the Parties under any agreements to indemnify a surety company or surety companies shall be limited to the percentage of the total liability assumed by all the Parties under such indemnity agreements that is equal to the Party's Percentage of Participation. Initial contribution of the venture (a) The Venturers shall contribute the Property to the Venture and their Capital Account shall each be credited with the appropriate value of such contribution in accordance with their Venture interests. (b) Except as otherwise required by law or this Agreement, the Venturers shall not be required to make any further capital contributions to the Venture. Venture interests Upon execution of this Agreement, the Venturers shall each own the following interests in the Venture: Joint Venture Partner Percentage Return of capital contributions (a) No Venturer shall have the right to withdraw his capital contributions or demand or receive the return of his capital contributions or any part thereof, except as otherwise provided in this Agreement. (b) The Venturers shall not be personally liable for the return of capital contributions or any part thereof, except as otherwise provided in this Agreement. (c) The Venture shall not pay interest on capital contributions of any Venturer.","Joint Venture Agreement","7",70,"https://templates.business-in-a-box.com/imgs/1000px/joint-venture-agreement-D889.png","https://templates.business-in-a-box.com/imgs/250px/889.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#889.xml",{"title":6,"description":6},[109,110],{"label":18,"url":93},{"label":18,"url":93},"joint venture agreement","/template/joint-venture-agreement-D889",{"description":114,"descriptionCustom":6,"label":115,"pages":116,"size":9,"extension":10,"preview":117,"thumb":118,"svgFrame":119,"seoMetadata":120,"parents":122,"keywords":121,"url":125},"DISTRIBUTION AGREEMENT This Distribution Agreement (the\" Agreement\"), is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Company\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [DISTRIBUTOR NAME] (the \"Distributor\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS the Company wishes to market the Products described in Schedule A (the \"Products\") through the Distributor, it is agreed as follows: DEFINITIONS When used in this Agreement, the following terms shall have the respective meanings indicated, such meanings to be applicable to both the singular and plural forms of the terms defined: \"Agreement\" means this agreement, the Schedules attached hereto and any documents included by reference, as each may be amended from time to time in accordance with the terms of this Agreement; \"Accessories\" means the accessories described in Exhibit A attached hereto, and includes any special devices manufactured by Company and used in connection with the operation of the Goods. Accessories may be deleted from or added to Exhibit A and their specifications and design may be changed by Company at its sole discretion at any time by mailing written notice of such changes to Distributor. Each change shall become effective [NUMBER] days following the date notice thereof is sent to Distributor. \"Affiliate means\" any company controlled by, controlling, or under common control with Company. Affiliate means any person, corporation or other entity: (i) which owns, now or hereafter, directly or indirectly [%] or more of any class of the voting stock of Company or is, now or hereafter, directly or indirectly, in effective control of Company; or (ii) [%] or more of any class of the voting stock of which Company, or a party described in paragraph (i), owns, now or hereafter, directly or indirectly, or of which Company, or a party described in paragraph (i), is, now or hereafter, directly or indirectly, in control. \"Customer\" means any person who purchases or leases Products from Distributor. \"Delivery Point\" means Company's facilities at [FULL ADDRESS]. Delivery point means Distributor's facilities at [FULL ADDRESS]. \"Exhibit\" means an exhibit attached to this agreement. \"Goods\" means those items described in Exhibit B. Goods may be deleted from or added to Exhibit B and their specifications and design may be changed by Company at its sole discretion at any time by mailing written notice of such changes to Distributor. Each change shall become effective [NUMBER] days following the date notice thereof is sent to Distributor. \"Products\" means Goods, Accessories, and Spare Parts. \"Spare Parts means\": (i) all parts and components of the Goods; (ii) any special devices used in connection with the maintenance or servicing of the Goods. Company warrants that a complete list of Spare Parts is set forth in Exhibit C. Spare parts may be deleted from or added to Exhibit C and their specifications and design may be changed by Company at its sole discretion at any time by mailing written notice of such changes to Distributor. Each change shall become effective [NUMBER] days following the date notice thereof is sent to Distributor. \"Specifications\" means those specifications set forth in Exhibit D. \"Territory\" means the following geographic area or areas: [SPECIFY]. \"Trademark\" means any trademark, logo, service mark or other commercial designation, whether or not registered, used to represent or describe the Products of Company, as set forth in Exhibit E. APPOINTMENT OF DISTRIBUTOR Company hereby appoints Distributor as Company's nonexclusive distributor of Products in the Territory, and Distributor accepts that position. It is understood that Company cannot lawfully prevent its distributors located elsewhere from supplying Products for sale or use within the Territory and that it has no obligation to do so. Distributor shall not solicit sales of Product or promote the sale of Products outside the Territory. Distributor shall not establish an office or warehouse outside the Territory for the sale of Products. REFERRALS If Company or any Affiliate is contacted by any party inquiring about the purchase of Products in the Territory (other than Distributor or a party designated by Distributor), Company shall, or shall cause that Affiliate to, refer such party to Distributor for handling. RELATIONSHIP OF PARTIES Distributor is an independent contractor and is not the legal representative or agent of Company for any purpose and shall have no right or authority (except as expressly provided in this Agreement) to incur, assume or create in writing or otherwise, any warranty over any of Company's employees, all of whom are entirely under the control of Company, who shall be responsible for their acts and omissions. Distributor shall, at its own expense, during the term of this Agreement and any extension thereof, maintain full insurance under any Workmen's Compensation Laws effective in the state or other applicable jurisdiction covering all persons employed by and working for it in connection with the performance of this Agreement, and upon request shall furnish Company with satisfactory evidence of the maintenance of such insurance. Distributor accepts exclusive liability for all contributions and payroll taxes required under [LAWS] or other payments under any laws of similar character in any applicable jurisdiction as to all persons employed by and working for it. Nothing contained in this Agreement shall be deemed to create any partnership or joint venture relationship between the parties. SALE OF PRODUCTS BY DISTRIBUTOR Distributor agrees to exercise its best efforts to develop the largest possible market for the Products in the Territory and shall continuously offer, advertise, demonstrate and otherwise promote the sale of Products in the Territory. The parties have consulted together and now agree that if Distributor's best efforts are used as provided in this Section, a minimum of [SPECIFY] Products (\"Annual Market Potential\") will be purchased and distributed in the Territory during the first year of this Agreement. At the beginning of each subsequent year hereunder the parties will consult together in good faith and agree on the Annual Market Potential applicable to that year; provided, however, that if they cannot agree, the Annual Market Potential for the immediately Preceding year will apply to the current year. COMPETING PRODUCTS Distributor agrees that it will not distribute or represent any Products in the Territory which compete with the Products during the term of this Agreement or any extensions thereof. ADVERTISING Distributor shall be entitled, during the term of the distributorship created by this Agreement and any extension thereof, to advertise and hold itself out as an authorized Distributor of the Products. At all times during the term of the distributorship created by this Agreement and any extension thereof, Distributor shall use the Trademarks in all advertisements and other activities conducted by Distributor to promote the sale of the Products. Distributor shall submit examples of all proposed advertisements and other promotional materials for the Products to Company for inspection and Distributor shall not use any such advertisements or promotional materials without having received the prior written consent of Company to do so. Distributor shall not, pursuant to this Agreement or otherwise, have or acquire any right, title or interest in or to Company's Trademarks. 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NOW, THEREFORE, it is agreed as follows: NON-DISCLOSURE OF CONFIDENTIAL INFORMATION Both Parties understand and agree that each Party may have access to the confidential information of the other party. For the purposes of this Agreement, \"Confidential Information\" means proprietary and confidential information about the Disclosing Party's (or it's suppliers') business or activities. Such information includes all business, financial, technical, and other information marked or designated by such Party as \"confidential\" or \"proprietary.\" Confidential Information also includes information which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as confidential. For the purposes of this Agreement, Confidential Information does not include: Information that is currently in the public domain or that enters the public domain after the signing of this Agreement. Information a Party lawfully receives from a third Party without restriction on disclosure and without breach of a non-disclosure obligation. Information that the Receiving Party knew prior to receiving any Confidential Information from the Disclosing Party. Information that the Receiving Party independently develops without reliance on any Confidential Information from the Disclosing Party. Each Party agrees that it will not disclose to any third Party or use any Confidential Information disclosed to it by the other Party except when expressly permitted in writing by the other Party. Each Party also agrees that it will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other Party in its possession or control. TERM The term of this Agreement is [number] of [years/months] from the date of execution by both Parties. TITLE The Receiving Party agrees that all Confidential Information furnished by the Disclosing Party shall remain the sole property of the Disclosing Party. DISCLAIMER","Non Disclosure Agreement Nda","https://templates.business-in-a-box.com/imgs/1000px/non-disclosure-agreement-nda-D12692.png","https://templates.business-in-a-box.com/imgs/250px/12692.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12692.xml",{"title":133,"description":6},"non disclosure agreement nda",[135,136],{"label":18,"url":93},{"label":137,"url":138},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":141,"descriptionCustom":6,"label":142,"pages":143,"size":144,"extension":10,"preview":145,"thumb":146,"svgFrame":147,"seoMetadata":148,"parents":149,"keywords":153,"url":154},"INDEPENDENT CONTRACTOR AGREEMENT This Independent Contractor Agreement (\"Agreement\") is made and effective [Date], BETWEEN: [INDEPENDENT CONTRACTOR NAME] (the \"Independent Contractor\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] RECITALS Independent Contractor is engaged in providing [Describe] business services, its Employer Tax I.D. Number is [Insert], and its Business License Number is [insert]. Independent Contractor has complied with all Federal, State, and local laws regarding business permits, sales permits, licenses, reporting requirements, tax withholding requirements, and other legal requirements of any kind that may be required to carry out said business and the Scope of Work which is to be performed as an Independent Contractor pursuant to this Agreement. Independent Contractor is or remains open to conducting similar tasks or activities for clients other than the Company and holds themselves out to the public to be a separate business entity. Company desires to engage and contract for the services of the Independent Contractor to perform certain tasks as set forth below. Independent Contractor desires to enter into this Agreement and perform as an independent contractor for the company and is willing to do so on the terms and conditions set forth below. NOW, THEREFORE, in consideration of the above recitals and the mutual promises and conditions contained in this Agreement, the Parties agree as follows: TERMS This Agreement shall be effective commencing [Date], and shall continue until terminated at the completion of the Scope of Work which shall occur no later than [Date] or by either party as otherwise provided herein. STATUS OF INDEPENDENT CONTRACTOR This Agreement does not constitute a hiring by either party. It is the parties intentions that Independent Contractor shall have an independent contractor status and not be an employee for any purposes, including, but not limited to, [laws]. Independent Contractor shall retain sole and absolute discretion in the manner and means of carrying out their activities and responsibilities under this Agreement. This Agreement shall not be considered or construed to be a partnership or joint venture, and the Company shall not be liable for any obligations incurred by Independent Contractor unless specifically authorized in writing. Independent Contractor shall not act as an agent of the Company, ostensibly or otherwise, nor bind the Company in any manner, unless specifically authorized to do so in writing. TASKS, DUTIES, AND SCOPE OF WORK Independent Contractor agrees to devote as much time, attention, and energy as necessary to complete or achieve the following: [Describe]. The above to be referred to in this Agreement as the \"Scope of Work\". It is expected that the Scope of Work will completed by [Date]. Independent Contractor shall additionally perform any and all tasks and duties associated with the Scope of Work set forth above, including but not limited to, work being performed already or related change orders. Independent Contractor shall not be entitled to engage in any activities which are not expressly set forth by this Agreement. The books and records related to the Scope of Work set forth in this Agreement shall be maintained by the Independent Contractor at the Independent Contractor's principal place of business and open to inspection by Company during regular working hours. Documents to which Company will be entitled to inspect include, but are not limited to, any and all contract documents, change orders/purchase orders and work authorized by Independent Contractor or Company on existing or potential projects related to this Agreement. Independent Contractor shall be responsible to the management and directors of Company, but Independent Contractor will not be required to follow or establish a regular or daily work schedule. Supply all necessary equipment, materials and supplies. Independent Contractor will not rely on the equipment or offices of Company for completion of tasks and duties set forth pursuant to this Agreement. Any advice given Independent Contractors regarding the scope of work shall be considered a suggestion only, not an instruction. Company retains the right to inspect, stop, or alter the work of Independent Contractor to assure its conformity with this Agreement. ASSURANCE OF SERVICES Independent Contractor will assure that the following individuals (the \"Key Employees\") will be available to perform, and will perform, the Services hereunder until they are completed (identify by title and name as applicable): [Name of Key Employee, Title] [Name of Key Employee, Title] The Key Employees may be changed only with the prior written approval of the Company, which approval shall not be unreasonably withheld. COMPENSATION Independent Contractor shall be entitled to compensation for performing those tasks and duties related to the Scope of Work as follows: [Describe] Such compensation shall become due and payable to Independent Contractor in the following time, place, and manner: [Describe] NOTICE CONCERNING WITHHOLDING OF TAXES Independent Contractor recognizes and understands that it will receive a [specify tax] statement and related tax statements, and will be required to file corporate and/or individual tax returns and to pay taxes in accordance with all provisions of applicable Federal and State law. Independent Contractor hereby promises and agrees to indemnify the Company for any damages or expenses, including attorney's fees, and legal expenses, incurred by the Company as a result of independent contractor's failure to make such required payments. AGREEMENT TO WAIVE RIGHTS TO BENEFITS Independent Contractor hereby waives and foregoes the right to receive any benefits given by Company to its regular employees, including, but not limited to, health benefits, vacation and sick leave benefits, profit sharing plans, etc. This waiver is applicable to all non-salary benefits which might otherwise be found to accrue to the Independent Contractor by virtue of their services to Company, and is effective for the entire duration of Independent Contractor's agreement with Company. This waiver is effective independently of Independent Contractor's employment status as adjudged for taxation purposes or for any other purpose. Neither this Agreement, nor any duties or obligations under this Agreement may be assigned by either party without the consent of the other. TERMINATION This Agreement may be terminated prior to the completion or achievement of the Scope of Work by either party giving [number] days written notice. Such termination shall not prejudice any other remedy to which the terminating party may be entitled, either by law, in equity, or under this Agreement. NON-DISCLOSURE OF TRADE SECRETS, CUSTOMER LISTS AND OTHER PROPRIETARY INFORMATION Independent Contractor agrees not to disclose or communicate, in any manner, either during or after Independent Contractor's agreement with Company, information about Company, its operations, clientele, or any other information, that relate to the business of Company including, but not limited to, the names of its customers, its marketing strategies, operations, or any other information of any kind which would be deemed confidential, a trade secret, a customer list, or other form of proprietary information of Company. Independent Contractor acknowledges that the above information is material and confidential and that it affects the profitability of Company. ","Independent Contractor Agreement","6",62,"https://templates.business-in-a-box.com/imgs/1000px/independent-contractor-agreement-D160.png","https://templates.business-in-a-box.com/imgs/250px/160.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#160.xml",{"title":6,"description":6},[150],{"label":151,"url":152},"Consultant & Contractors","consulting-contractor-business","independent contractor agreement","/template/independent-contractor-agreement-D160",{"description":156,"descriptionCustom":6,"label":157,"pages":85,"size":9,"extension":10,"preview":158,"thumb":159,"svgFrame":160,"seoMetadata":161,"parents":163,"keywords":166,"url":167},"[DATE] [CONTACT NAME] [ADDRESS] [ADDRESS 2] [CITY, STATE/PROVINCE] [ZIP/POSTAL CODE] SUBJECT: LETTER OF INTENT-ACQUISITION OF BUSINESS Dear [CONTACT NAME]: This letter (\"Letter of Intent\") sets forth the basic preliminary terms between the Buyer or his nominee and yourselves regarding the purchase of the [SPECIFY] business (the \"Business\") carried on by yourselves. Except as specifically set forth herein, this Letter of Intent shall not constitute an agreement between the parties and no agreement shall be deemed to exist until execution of a definitive purchase agreement. It is proposed that Buyer will acquire certain assets of the Business which Buyer believes to be necessary to the future of the Business, including the warehouse in [CITY/STATE] in which [COMPANY NAME] the Company has invested [AMOUNT] in cash and which has been financed by a mortgage loan of approximately [AMOUNT] granted by the [SPECIFY COMPANY] [CITY/STATE]. Buyer understands that the said warehouse has no other charges or liabilities affecting it other than the said mortgage loan. Buyer may either purchase the warehouse outright or enter into a lease-purchase or instalment transfer of ownership which is satisfactory to both parties. The gross purchase price for the said warehouse will be [AMOUNT]. Buyer may purchase or lease barrels and other equipment currently owned by the Company which are necessary to operate the Business, on a cash or instalment basis agreeable to both parties. The specific assets to be purchased and the amounts to be paid by Buyer in connection with this transaction remain to be negotiated by the parties. This Letter of Intent also evidences the intentions of the parties with respect to the following agreements: Buyer will enter into a [NUMBER]-year employment agreement with [COMPANY NAME], providing for the Company will be responsible for the purchase of [SPECIFY] for Buyer. The agreement will contain the customary terms and conditions found in employment agreements in similar transactions and will provide for the usual non-competition and non-solicitation covenants to be entered into by the Company in favour of Buyer. It is expressly understood that if the contemplated transaction is consummated, the aggregate amount of commission paid or payable to yourselves (net of reasonable expenses acceptable to Buyer) in respect of all purchases of [SPECIFY] made through you from the date of this Letter of Intent to the date of closing, with the exception of commissions earned on the [NUMBER] truckloads of [SPECIFY] to be delivered to Buyer during the week of [DATE] to [DATE], will be applied against remuneration payable to the Company in the first year of his employment agreement. If the contemplated transaction is not consummated, all such commissions paid or payable will be treated as commissions. Buyer will enter into a [NUMBER]-year employment agreement with [EMPLOYEE NAME], providing for the payment of a gross base salary of [ANNUAL SALARY] per year, to be paid weekly, subject to annual review. [EMPLOYEE NAME] will be President of the Business and the employment agreement will provide for health benefits, automobile, expenses and bonus arrangements","Letter of Intent_Acquisition of Business","https://templates.business-in-a-box.com/imgs/1000px/letter-of-intent_acquisition-of-business-D5197.png","https://templates.business-in-a-box.com/imgs/250px/5197.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#5197.xml",{"title":162,"description":6},"letter of intent_acquisition of business",[164,165],{"label":18,"url":93},{"label":18,"url":93},"letter intent_acquisition business","/template/letter-of-intent_acquisition-of-business-D5197",false,{"seo":170,"reviewer":183,"legal_disclaimer":187,"quick_facts":188,"at_a_glance":190,"personas":194,"variants":219,"glossary":245,"clauses":282,"how_to_fill":333,"common_mistakes":374,"faqs":399,"industries":427,"comparisons":451,"diy_vs_lawyer":464,"jurisdictions":477,"related_template_ids_curated":498,"schema":509,"classification":510},{"meta_title":171,"meta_description":172,"primary_keyword":173,"secondary_keywords":174},"Franchise Disclosure Document Template | BIB","Free Franchise Disclosure Document template covering all 23 FDD items.","franchise disclosure document template",[175,176,177,178,179,180,181,182],"fdd template","franchise disclosure document free","franchise disclosure document word","fdd franchise template","franchise agreement disclosure","franchisor disclosure document","franchise disclosure document example","fdd document template download",{"name":184,"credential":185,"reviewed_date":186},"Bruno Goulet","CEO, Business in a Box","2026-05-02",true,{"difficulty":189,"legal_review_recommended":187,"signature_required":187},"advanced",{"what_it_is":191,"when_you_need_it":192,"whats_inside":193},"A Franchise Disclosure Document (FDD) is a federally mandated legal document that franchisors in the United States must provide to prospective franchisees before any sale is made or any fees are collected. It contains 23 standardized disclosure items covering the franchisor's history, litigation record, fees, territorial rights, training obligations, and audited financials. This free Word download gives franchisors a structured, FTC-compliant framework they can edit online and export as PDF for legal review and delivery to prospects.\n","A franchisor must deliver the FDD to a prospective franchisee at least 14 calendar days before any franchise agreement is signed or any fee is paid. It is also required whenever an existing franchisee renews or transfers a franchise, and must be updated annually within 120 days of the franchisor's fiscal year end.\n","The document covers 23 items including franchisor background, business experience of key executives, litigation and bankruptcy history, all initial and ongoing fees, franchisee obligations, territory rights, training and support programs, restrictions on products and services, renewal and termination conditions, and two years of audited financial statements. Item 21 financial exhibits and the franchise agreement itself are attached as exhibits.\n",[195,199,203,207,211,215],{"title":196,"use_case":197,"icon_asset_id":198},"Emerging franchisors","Preparing an FDD for the first time before selling their initial franchise units","persona-startup-founder",{"title":200,"use_case":201,"icon_asset_id":202},"Franchise development attorneys","Using a structured template as a drafting baseline before customizing for a client's system","persona-lawyer",{"title":204,"use_case":205,"icon_asset_id":206},"Established franchisors","Updating an existing FDD annually with revised fees, litigation disclosures, and financials","persona-ceo",{"title":208,"use_case":209,"icon_asset_id":210},"Franchise consultants","Advising clients on the documentation requirements before launching a franchise program","persona-operations-director",{"title":212,"use_case":213,"icon_asset_id":214},"Multi-unit franchise developers","Documenting area development rights and obligations across multiple territories","persona-small-business-owner",{"title":216,"use_case":217,"icon_asset_id":218},"Prospective franchisees","Reviewing what a compliant FDD must contain before evaluating a franchise opportunity","persona-franchise-applicant",[220,224,227,231,234,238,241],{"situation":221,"recommended_template":222,"slug":223},"Selling franchises in the US under FTC Franchise Rule requirements","Franchise Disclosure Document (FTC-Compliant)","franchise-disclosure-document-D13177",{"situation":225,"recommended_template":47,"slug":226},"Formalizing the ongoing rights and obligations of both parties after the FDD","franchise-agreement-D879",{"situation":228,"recommended_template":229,"slug":230},"Granting development rights across multiple territories to a single developer","Area Development Agreement","development-and-publishing-agreement-D5190",{"situation":232,"recommended_template":84,"slug":233},"Licensing a brand without a full franchise relationship","license-agreement-D1180",{"situation":235,"recommended_template":236,"slug":237},"Documenting operational standards and procedures for franchisees","Operations Manual Template","operations-manual-D13453",{"situation":239,"recommended_template":240,"slug":226},"Transferring an existing franchise unit from one franchisee to another","Franchise Transfer Agreement",{"situation":242,"recommended_template":243,"slug":244},"Renewing a franchise relationship at the end of the original term","Franchise Renewal Agreement","renewal-agreement-D14046",[246,249,252,255,258,261,264,267,270,273,276,279],{"term":247,"definition":248},"Franchise Disclosure Document (FDD)","A federally mandated pre-sale disclosure document containing 23 standardized items that a franchisor must deliver to a prospective franchisee at least 14 days before signing or payment.",{"term":250,"definition":251},"FTC Franchise Rule","The Federal Trade Commission regulation (16 CFR Part 436) that governs the content, format, and delivery timing of franchise disclosures in the United States.",{"term":253,"definition":254},"Item 19 (Financial Performance Representations)","The optional but highly scrutinized FDD item where franchisors may disclose historical or projected revenue, sales, or earnings data for existing franchise units.",{"term":256,"definition":257},"Franchise Fee","A one-time upfront payment made by the franchisee to the franchisor upon signing the franchise agreement, granting the right to operate under the system.",{"term":259,"definition":260},"Royalty Fee","An ongoing periodic payment — typically a percentage of gross sales, often 4–8% — paid by the franchisee to the franchisor throughout the term.",{"term":262,"definition":263},"Franchise Registration State","One of the 14 US states (including California, New York, and Illinois) that require franchisors to register their FDD with a state agency before offering franchises in that state.",{"term":265,"definition":266},"Earnings Claim","Any representation about actual or potential sales, revenues, income, or profits of a franchise — permissible only if disclosed in Item 19 of the FDD with supporting data.",{"term":268,"definition":269},"Material Modification","A change to the franchise system significant enough to require an updated FDD disclosure and, in registration states, re-registration before continued franchise sales.",{"term":271,"definition":272},"Effective Date","The date on which the FDD may first be used to offer franchises — for registration states, this is the date of state approval; for non-registration states, it is the date the document is prepared.",{"term":274,"definition":275},"Territorial Protection","A provision granting a franchisee an exclusive or protected geographic area within which the franchisor agrees not to open competing units or grant competing franchises.",{"term":277,"definition":278},"Audited Financial Statements","Financial statements — typically two to three years of P&L, balance sheet, and cash flow — prepared and certified by an independent CPA, required as Item 21 exhibits to the FDD.",{"term":280,"definition":281},"Disclosure Period","The mandatory 14-calendar-day waiting period after FDD delivery during which the prospective franchisee must have the opportunity to review the document before signing or paying.",[283,288,293,298,303,308,313,318,323,328],{"name":284,"plain_english":285,"sample_language":286,"common_mistake":287},"Items 1–4: Franchisor background and litigation history","Identifies the franchisor, its affiliates, and predecessors; summarizes the business and industry; and discloses all pending and prior litigation and bankruptcy events involving the franchisor, its officers, and affiliates.","[FRANCHISOR LEGAL NAME] has been offering franchises of the [SYSTEM NAME] system since [YEAR]. During the past 10 fiscal years, no officer or affiliate has been convicted of a felony or filed for bankruptcy except as follows: [NONE / DESCRIBE].","Disclosing only active litigation and omitting settled cases from the past 10 years. The FTC Franchise Rule requires disclosure of all covered actions regardless of outcome, and omissions trigger enforcement actions.",{"name":289,"plain_english":290,"sample_language":291,"common_mistake":292},"Item 5: Initial fees","Lists every fee the franchisee must pay to the franchisor or its affiliates before the business opens — including the franchise fee, training fees, and any required deposits.","Initial Franchise Fee: $[AMOUNT], due upon signing. Training Fee: $[AMOUNT] or included. Technology Setup Fee: $[AMOUNT]. Total estimated initial fees payable to [FRANCHISOR]: $[AMOUNT].","Listing only the headline franchise fee and omitting technology fees, training surcharges, or grand-opening advertising contributions that are also paid before opening — these must all be disclosed in Item 5.",{"name":294,"plain_english":295,"sample_language":296,"common_mistake":297},"Item 6: Other fees","Discloses all recurring and non-recurring fees payable during the term — royalties, marketing fund contributions, transfer fees, renewal fees, audit fees, and technology fees.","Royalty Fee: [X]% of Gross Sales, due weekly. Brand Marketing Fund: [X]% of Gross Sales. Transfer Fee: $[AMOUNT]. Renewal Fee: $[AMOUNT] or [X]% of then-current franchise fee.","Burying variable or conditional fees in the franchise agreement without disclosing them in Item 6. Every fee the franchisee may be required to pay — even optional or conditional ones — must appear in this item.",{"name":299,"plain_english":300,"sample_language":301,"common_mistake":302},"Item 7: Estimated initial investment","Provides a table of the total estimated investment range required to open and operate the franchise for three months, broken down by category — real estate, equipment, inventory, working capital, and fees.","Estimated Total Initial Investment: $[LOW] to $[HIGH]. Real Estate / Lease Deposit: $[X]–$[X]. Equipment and Fixtures: $[X]–$[X]. Initial Inventory: $[X]–$[X]. Working Capital (3 months): $[X]–$[X].","Understating the working capital line to make the total investment look more attractive. If actual experience shows franchisees need 6 months of working capital to reach profitability, disclosing only 3 months creates litigation exposure.",{"name":304,"plain_english":305,"sample_language":306,"common_mistake":307},"Item 12: Territory","Defines whether the franchisee receives an exclusive, protected, or non-exclusive territory; what triggers territorial rights; and whether the franchisor reserves rights to sell through alternate channels — including e-commerce — within the territory.","Franchisee is granted a Protected Territory comprising a radius of [X] miles from the Franchised Location. Franchisor will not establish a company-owned or franchised unit within the Protected Territory during the term, except for [CARVE-OUTS, e.g., institutional accounts, e-commerce, other channels].","Granting territorial protection without explicitly carving out the franchisor's online sales, corporate accounts, and alternative-channel rights. Franchisees later claim encroachment; courts have split on whether uncarved-out digital sales violate territorial provisions.",{"name":309,"plain_english":310,"sample_language":311,"common_mistake":312},"Item 19: Financial performance representations","The only section where a franchisor may legally disclose historical or projected sales, revenue, or profit data for the franchise system — and only if the information is substantiated and disclosed here.","The following table sets out the average Gross Sales for [X] franchised [UNIT TYPE] that were open and operating for the full fiscal year ended [DATE]. Average: $[X]. Median: $[X]. Highest: $[X]. Lowest: $[X]. [X] of [Y] outlets ([Z]%) met or exceeded the average.","Making verbal earnings representations to prospects that are not reflected in Item 19. Any statement about earnings potential — including statements made by brokers or area representatives — is an 'earnings claim' that must be supported by Item 19 disclosures.",{"name":314,"plain_english":315,"sample_language":316,"common_mistake":317},"Item 20: Outlets and franchisee information","Provides tables showing the number of franchised and company-owned outlets opened, closed, transferred, and terminated over the past three fiscal years, plus contact information for current and former franchisees.","At the end of fiscal year [YEAR]: [X] franchised outlets open. During [YEAR]: [X] new outlets opened, [X] terminated, [X] transferred, [X] not renewed. Former franchisee contacts are listed in Exhibit [X].","Providing outdated or incomplete franchisee contact lists. Regulators and prospective franchisees use Item 20 to conduct validation calls — omissions or stale contacts are among the most commonly cited FDD deficiencies in state audits.",{"name":319,"plain_english":320,"sample_language":321,"common_mistake":322},"Item 21: Financial statements","Attaches the franchisor's audited financial statements — typically two to three years of balance sheets, income statements, and cash flow statements — certified by an independent CPA.","Attached hereto as Exhibit [X] are the audited financial statements of [FRANCHISOR LEGAL NAME] for the fiscal years ended [DATE 1], [DATE 2], and [DATE 3], prepared in accordance with GAAP and audited by [CPA FIRM NAME], a licensed independent certified public accountant.","Attempting to substitute internally prepared or reviewed financial statements for audited ones. Reviewed statements are not sufficient — GAAP-audited financials are required, and their absence is grounds for state denial of registration.",{"name":324,"plain_english":325,"sample_language":326,"common_mistake":327},"Item 22: Contracts","Lists and attaches every agreement the franchisee will be required to sign — including the franchise agreement, lease addendum, non-compete agreement, personal guarantee, and any software or technology agreements.","Franchisee will be required to execute the following agreements: Franchise Agreement (Exhibit [A]); Personal Guarantee (Exhibit [B]); Software License Agreement (Exhibit [C]); Lease Addendum (Exhibit [D]).","Omitting a required exhibit — such as a personal guarantee or sublease — from Item 22. Any agreement the franchisee must sign must be listed and attached; missing exhibits void the disclosure for that component and may trigger rescission rights.",{"name":329,"plain_english":330,"sample_language":331,"common_mistake":332},"Acknowledgment of receipt and disclosure period","A signed acknowledgment from the prospective franchisee confirming the date on which they received the FDD, establishing the 14-day disclosure clock and creating a paper trail of regulatory compliance.","I, [FRANCHISEE NAME], acknowledge receipt of this Franchise Disclosure Document on [DATE OF RECEIPT]. I understand that I may not sign a franchise agreement or pay any fee to [FRANCHISOR NAME] until at least 14 calendar days after this date.","Collecting the acknowledgment signature and the franchise agreement signature on the same date without documenting that 14 calendar days elapsed between FDD delivery and signing. This is the single most commonly cited FDD compliance deficiency.",[334,339,344,349,354,359,364,369],{"step":335,"title":336,"description":337,"tip":338},1,"Compile your franchisor entity and officer information","Enter the franchisor's full legal name, state of incorporation, principal business address, and the name, title, and 10-year business background of each officer, director, and general partner who will be named in Items 1–3.","Pull officer backgrounds directly from LinkedIn and cross-reference against state bar records or professional licensing databases — inaccuracies in Item 2 are a common registration comment from California and New York examiners.",{"step":340,"title":341,"description":342,"tip":343},2,"Document all litigation and bankruptcy history","Review a 10-year period for all covered persons — the franchisor, its predecessors, affiliates, and each named officer. Disclose every felony conviction, civil action alleging fraud or unfair business practices, and any bankruptcy filing, regardless of outcome.","Err on the side of over-disclosure in Items 3 and 4 — omitting a settled case that later surfaces gives franchisees rescission rights in most registration states.",{"step":345,"title":346,"description":347,"tip":348},3,"Build the complete fee tables for Items 5, 6, and 7","List every fee — initial and ongoing — in the format required by the FTC Franchise Rule: fee name, amount or formula, due date, and refundability. Then build the Item 7 investment table from actual cost data, citing sources for each range.","Interview your two or three most recently opened franchisees for actual opening cost data — their receipts are more defensible than estimates and help justify the Item 7 ranges in state registration review.",{"step":350,"title":351,"description":352,"tip":353},4,"Define territorial rights precisely in Item 12","State whether the territory is exclusive, protected, or non-exclusive. Define the geographic boundaries precisely — radius in miles, zip codes, or a named area. List every channel and circumstance the franchisor reserves the right to operate within the territory.","Explicitly reserve e-commerce, corporate account, and alternate-channel rights even if you do not currently use them — retrofitting these carve-outs into an existing FDD triggers material modification disclosure obligations.",{"step":355,"title":356,"description":357,"tip":358},5,"Prepare Item 19 financial performance representations if disclosing","Decide whether to include an Item 19 disclosure. If yes, compile historical gross sales data from your existing units broken down by unit age, format, and geography. Include the number and percentage of units that met or exceeded the stated figures.","Never make verbal earnings claims to prospects if you do not include a corresponding Item 19 — every number you state outside the FDD is an unlicensed earnings claim and a regulatory violation.",{"step":360,"title":361,"description":362,"tip":363},6,"Complete Item 20 with current and former franchisee contacts","Build three years of outlet tables — openings, closings, transfers, and terminations by state and year. Compile a current list of all franchisees with addresses and phone numbers, and a separate list of every franchisee who left the system in the past 3 years.","Verify franchisee contact information within 30 days of your FDD effective date — prospects who reach a disconnected number on your Item 20 list generate immediate credibility problems.",{"step":365,"title":366,"description":367,"tip":368},7,"Attach audited financials and all required exhibits","Obtain GAAP-audited financial statements from a licensed CPA for the most recent two fiscal years. Compile and label all Item 22 exhibits — franchise agreement, personal guarantee, lease addendum, and any other required contracts.","Engage your auditor at least 90 days before your target FDD effective date — audited statements take 6–10 weeks to complete for franchisors without existing audit relationships.",{"step":370,"title":371,"description":372,"tip":373},8,"Deliver the FDD and collect the dated receipt acknowledgment","Provide the complete FDD to the prospective franchisee and obtain a signed, dated acknowledgment of receipt. Record the delivery date. Do not schedule any franchise agreement signing until at least 14 calendar days after the documented delivery date.","Use a delivery method that creates a timestamped record — email with read receipt, DocuSign delivery log, or certified mail — so the 14-day clock is provable if a compliance question arises.",[375,379,383,387,391,395],{"mistake":376,"why_it_matters":377,"fix":378},"Collecting fees before the 14-day period expires","Accepting any fee — including an application fee or deposit — before 14 calendar days after documented FDD delivery violates the FTC Franchise Rule and triggers rescission rights for the franchisee in most states.","Document the exact delivery date on the receipt acknowledgment and block the franchise agreement signing date to ensure a minimum of 14 calendar days has elapsed — build this check into your sales process, not just your legal review.",{"mistake":380,"why_it_matters":381,"fix":382},"Making verbal earnings claims not supported by Item 19","Any statement about revenue, profits, or ROI made to a prospect outside Item 19 is an unauthorized earnings claim — a per-violation FTC offense that also voids the disclosure in registration states.","Train every person involved in franchise sales — staff, brokers, area representatives — that no earnings figures may be discussed unless they appear verbatim in the FDD's Item 19.",{"mistake":384,"why_it_matters":385,"fix":386},"Failing to update the FDD annually within the required window","An FDD that is more than 120 days past the franchisor's fiscal year end cannot legally be used to sell franchises — continuing to use a stale FDD is a federal violation and creates rescission exposure.","Set a standing annual deadline to deliver updated financial statements to your CPA, and budget for the 6–10 week audit cycle so the renewed FDD is ready before the 120-day window closes.",{"mistake":388,"why_it_matters":389,"fix":390},"Omitting required exhibits from Item 22","Any agreement the franchisee will be required to sign — including personal guarantees, software licenses, or lease addenda — must be listed and attached; missing exhibits invalidate that portion of the disclosure and give franchisees grounds for rescission.","Audit every agreement in your franchise system against your Item 22 list annually as part of the FDD update process and add any new required agreements before the new FDD is used.",{"mistake":392,"why_it_matters":393,"fix":394},"Using reviewed rather than audited financial statements","Reviewed financial statements do not satisfy the Item 21 requirement; using them is grounds for state registration denial and gives prospects a disclosure defect claim.","Engage a CPA licensed in your state to perform a full GAAP audit — not a review or compilation — and attach the auditor's signed opinion letter as part of the Item 21 exhibit package.",{"mistake":396,"why_it_matters":397,"fix":398},"Understating the Item 7 total initial investment","If franchisees consistently spend more than the disclosed high end of the Item 7 range, the FDD is materially misleading — a basis for franchisee rescission claims and state regulatory action.","Survey your most recently opened franchisees for actual costs, use those figures to set your Item 7 ranges, and update the ranges annually in the FDD refresh cycle.",[400,403,406,409,412,415,418,421,424],{"question":401,"answer":402},"What is a Franchise Disclosure Document?","A Franchise Disclosure Document (FDD) is a legally mandated pre-sale disclosure document that franchisors in the United States must provide to prospective franchisees before any agreement is signed or fee is paid. It contains 23 standardized items covering the franchisor's background, litigation history, all fees, territory rights, training obligations, franchisee obligations, and audited financial statements. The FTC Franchise Rule requires delivery at least 14 calendar days before signing or payment.\n",{"question":404,"answer":405},"Who is required to provide an FDD?","Any franchisor offering or selling franchises in the United States must comply with the FTC Franchise Rule and provide an FDD to each prospective franchisee. This applies regardless of the size of the franchise system or whether the franchise is sold in a registration state or a non-registration state. Franchisors operating exclusively outside the US are not subject to the FTC rule but may be subject to equivalent disclosure laws in Canada, Australia, and the EU.\n",{"question":407,"answer":408},"What are the 23 items in an FDD?","The 23 items cover: (1) the franchisor and its parents; (2) business experience of key persons; (3) litigation history; (4) bankruptcy history; (5) initial fees; (6) other fees; (7) estimated initial investment; (8) restrictions on sources of products; (9) franchisee's obligations; (10) financing; (11) franchisor's assistance and training; (12) territory; (13) trademarks; (14) patents and proprietary information; (15) obligation to participate; (16) restrictions on what may be sold; (17) renewal, termination, and transfer; (18) public figures; (19) financial performance representations; (20) outlet information; (21) financial statements; (22) contracts; and (23) receipt acknowledgment.\n",{"question":410,"answer":411},"What is the 14-day rule for FDD delivery?","The FTC Franchise Rule requires that a prospective franchisee receive the complete FDD at least 14 calendar days before signing any agreement or paying any fee. The clock starts on the day the franchisee receives the document — not the day it is sent. Collecting an application fee, deposit, or reservation fee before this period expires violates federal law and typically gives the franchisee the right to rescind the agreement and receive a refund.\n",{"question":413,"answer":414},"What is Item 19 and does a franchisor have to include it?","Item 19 governs financial performance representations — any data about actual or projected revenues, sales, or earnings of franchise units. Franchisors are not required to include an Item 19 disclosure, but if they choose not to, they cannot make any verbal or written earnings claims to prospects. Many franchisors include Item 19 because prospects and brokers increasingly expect it, and a strong Item 19 is a meaningful sales differentiator. Any Item 19 figures must be substantiated with actual historical data.\n",{"question":416,"answer":417},"Which US states require FDD registration?","Fourteen states impose their own franchise registration or disclosure requirements in addition to the federal FTC Franchise Rule: California, Hawaii, Illinois, Indiana, Maryland, Michigan, Minnesota, New York, North Dakota, Oregon, Rhode Island, Virginia, Washington, and Wisconsin. These states require the franchisor to file the FDD with a state agency and receive approval — or a notice of effectiveness — before offering franchises to residents of that state. Registration renewal is typically required annually.\n",{"question":419,"answer":420},"How often does an FDD need to be updated?","The FTC Franchise Rule requires franchisors to update their FDD within 120 days after the close of each fiscal year. In addition, a material change — such as a new fee, a significant litigation event, or a change in ownership — requires a prompt amendment to the FDD before continued franchise sales. In registration states, material amendments must be filed with and approved by the state agency before the amended FDD is used.\n",{"question":422,"answer":423},"Can a prospective franchisee waive the 14-day waiting period?","No. The FTC Franchise Rule does not permit waivers of the 14-day disclosure period. Any clause in a franchise agreement purporting to waive or shorten this period is unenforceable. Some registration states impose additional protections and also prohibit waiver of other franchisee rights — provisions that appear enforceable under federal law may be void in California, Minnesota, or other relationship-law states.\n",{"question":425,"answer":426},"Do I need a lawyer to prepare an FDD?","The FDD is among the most technically regulated disclosure documents in US commercial law. While a high-quality template provides the correct 23-item structure and format, the actual content — particularly Items 19, 21, and the attached franchise agreement — requires legal counsel experienced in franchise law to review before any franchise is offered or sold. Filing errors in registration states result in denial; substantive errors in non-registration states create rescission exposure. Most franchise attorneys charge $15,000–$40,000 for an initial FDD preparation.\n",[428,432,436,440,444,447],{"industry":429,"icon_asset_id":430,"specifics":431},"Food and Beverage","industry-food-beverage","Item 7 investment ranges are particularly detailed given high build-out costs; Item 8 restrictions on approved suppliers are extensive; Item 19 disclosures on average unit volume are heavily scrutinized by prospects and brokers.",{"industry":433,"icon_asset_id":434,"specifics":435},"Retail","industry-retail","Territorial exclusivity and e-commerce carve-outs in Item 12 are critical given online channel conflict; Item 16 product restrictions define the approved product mix and sourcing standards franchisees must follow.",{"industry":437,"icon_asset_id":438,"specifics":439},"Professional Services","industry-professional-services","Licensing and certification requirements are embedded in franchisee obligations (Item 9); non-compete and non-solicitation provisions in Item 17 are heavily negotiated given the relationship-based nature of client retention.",{"industry":441,"icon_asset_id":442,"specifics":443},"Healthcare and Wellness","industry-healthtech","Regulatory licensing prerequisites appear in Item 9 obligations; HIPAA compliance obligations are referenced in the franchise agreement; state-specific scope-of-practice rules affect territorial definitions in Item 12.",{"industry":445,"icon_asset_id":438,"specifics":446},"Fitness and Personal Services","High franchisee turnover data in Item 20 is closely reviewed; membership-model unit economics in Item 19 require clear disclosure of ramp-up timelines to average membership levels.",{"industry":448,"icon_asset_id":449,"specifics":450},"Home Services and Maintenance","industry-construction","Mobile or territory-based service models require precise Item 12 territory definitions; vehicle, equipment, and tool investment ranges drive the complexity of Item 7 tables.",[452,455,458,461],{"vs":47,"vs_template_id":453,"summary":454},"franchise-agreement-D10496","The FDD is a pre-sale disclosure document delivered to the prospect before any agreement is signed — it creates no binding obligations between the parties. The franchise agreement is the binding contract that follows after the disclosure period, governing every aspect of the ongoing relationship. The FDD must be provided before the franchise agreement is executed, and the franchise agreement is attached as a required exhibit to the FDD.",{"vs":84,"vs_template_id":456,"summary":457},"license-agreement-D270","A license agreement grants rights to use intellectual property — a trademark, software, or content — without the system of support, training, and operational controls that define a franchise. If a license includes a marketing plan, fees, and operational controls, the FTC may classify it as a franchise requiring FDD disclosure. The distinction determines whether federal and state franchise disclosure laws apply.",{"vs":101,"vs_template_id":459,"summary":460},"joint-venture-agreement-D13142","A joint venture creates a shared-ownership business entity between two or more parties, typically with shared profits and shared control. A franchise is a licensed business model in which the franchisor retains brand control and the franchisee operates independently. Joint ventures involve equity; franchises involve fees and royalties. FDD disclosure requirements do not typically apply to true joint ventures.",{"vs":115,"vs_template_id":462,"summary":463},"distribution-agreement-D13261","A distribution agreement grants rights to sell a supplier's products in a defined market without the operational control and system-level support that characterize a franchise. If the distributor pays for the right to distribute and is subject to a marketing or operational system, the arrangement may trigger FDD disclosure obligations — the line between distribution and franchising is fact-specific and jurisdiction-dependent.",{"use_template":465,"template_plus_review":469,"custom_drafted":473},{"best_for":466,"cost":467,"time":468},"Franchisors reviewing FDD structure, understanding disclosure requirements, or preparing materials for legal counsel","Free","2–4 hours to review and annotate",{"best_for":470,"cost":471,"time":472},"Emerging franchisors in non-registration states with an existing franchise agreement and audited financials ready for counsel review","$5,000–$15,000 for attorney review and customization","3–6 weeks",{"best_for":474,"cost":475,"time":476},"Any franchisor actively selling franchises, entering registration states, or updating an FDD with material changes","$15,000–$40,000 for initial preparation; $3,000–$8,000 for annual updates","6–12 weeks for initial draft; 4–8 weeks for annual update",[478,483,488,493],{"code":479,"name":480,"flag_asset_id":481,"note":482},"us","United States","flag-us","The FTC Franchise Rule (16 CFR Part 436) governs FDD content and delivery nationwide and requires a 14-calendar-day disclosure period. Fourteen states — including California, New York, Illinois, and Maryland — impose additional registration requirements and must approve the FDD before it can be used to offer franchises to their residents. State examiners in California and New York are among the most active reviewers; Item 19 and Item 20 disclosures receive the most scrutiny. FDD registration must typically be renewed annually in each registration state.",{"code":484,"name":485,"flag_asset_id":486,"note":487},"ca","Canada","flag-ca","Canada does not have a federal franchise disclosure law, but Alberta, British Columbia, Manitoba, New Brunswick, Ontario, and Prince Edward Island each have provincial franchise legislation requiring disclosure documents equivalent to the US FDD. Ontario's Arthur Wishart Act requires a disclosure document — including audited financials — to be delivered at least 14 days before signing or payment. Franchisors active in Quebec must also comply with French-language requirements under the Charter of the French Language for consumer-facing materials.",{"code":489,"name":490,"flag_asset_id":491,"note":492},"uk","United Kingdom","flag-uk","The United Kingdom has no standalone franchise disclosure statute equivalent to the FTC Franchise Rule. Franchise relationships are governed by general contract law, with the British Franchise Association (BFA) providing a voluntary code of ethics that includes pre-sale disclosure best practices. Post-Brexit, EU disclosure regulations no longer apply in Great Britain. Franchisors operating in the UK are strongly advised to provide a disclosure document as a matter of good practice and to reduce misrepresentation claims under the Misrepresentation Act 1967.",{"code":494,"name":495,"flag_asset_id":496,"note":497},"eu","European Union","flag-eu","The EU does not have a harmonized franchise disclosure directive. Disclosure obligations vary by member state: France requires pre-contractual disclosure under the Doubin Law at least 20 days before signing; Italy, Spain, Belgium, and Sweden have their own franchise-specific disclosure statutes. Germany and the Netherlands rely on general pre-contractual information obligations under civil law. Franchisors expanding into the EU should obtain country-specific legal advice before offering franchises in any member state, as the content and timing requirements differ materially from the US FDD framework.",[226,233,499,500,501,502,503,504,505,506,507,508],"joint-venture-agreement-D889","distribution-agreement-D12544","non-disclosure-agreement-nda-D12692","independent-contractor-agreement-D160","letter-of-intent_acquisition-of-business-D5197","llc-operating-agreement-D5209","business-plan-canvas-(one-page)-D12527","financial-projections_12-months-D360","general-non-compete-agreement-D882","trademark-license-agreement-D13276",{"emit_how_to":187,"emit_defined_term":187},{"primary_folder":93,"secondary_folder":511,"document_type":512,"industry":513,"business_stage":514,"tags":515,"confidence":520},"partnerships-and-joint-ventures","agreement","general","growth",[516,512,517,518,519],"legal","franchise-disclosure-document","franchising","ftc-compliance",0.85,"\u003Ch2>What is a Franchise Disclosure Document?\u003C/h2>\n\u003Cp>A \u003Cstrong>Franchise Disclosure Document (FDD)\u003C/strong> is a federally mandated pre-sale disclosure document that every franchisor in the United States must provide to a prospective franchisee before any franchise agreement is signed or any fee is collected. Governed by the FTC Franchise Rule (16 CFR Part 436), the FDD contains 23 standardized items that give the prospective franchisee a complete picture of the franchisor's business history, litigation record, fee structure, territorial rights, training obligations, franchisee obligations, and audited financial statements. Unlike many commercial contracts, the FDD is not itself a binding agreement — it is the legally required disclosure that must precede one. Its purpose is to ensure that a prospective franchisee has enough verified, standardized information to make an informed investment decision before committing to the franchise system.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Offering or selling a franchise in the United States without a compliant FDD exposes the franchisor to federal FTC enforcement, individual state regulatory action, and private rescission claims from franchisees — each carrying the potential for significant financial penalties and the obligation to refund every fee collected. In the 14 registration states, a franchisor that uses an unapproved or outdated FDD cannot legally close a sale at all. Beyond regulatory compliance, a well-prepared FDD reduces litigation risk throughout the franchise relationship: franchisees who receive complete, accurate disclosures have far less grounds to claim they were misled about fees, territory, or earning potential. This template gives franchisors the correct 23-item structure and FTC-required format as a starting point for legal counsel to customize, accelerating the drafting process and reducing the time and cost of first-draft preparation.\u003C/p>\n",1778773503753]