Franchising

Davis Wright Tremaine represents franchisors, manufacturers, suppliers and licensors in helping them establish, expand and protect their franchise, distribution and licensing programs, sales agencies, and dealer and distributor networks within the United States and in foreign markets.

Our lawyers are nationally recognized leaders in the franchise and distribution law field, and are well-regarded for bringing creative, practical and cost-effective solutions to clients’ legal needs. Our clients range in size and experience from individual entrepreneurs and startup companies to large public companies, and represent all business sectors, from hotels and hospitality to automotive, consumer products, restaurants and food and beverage, computer training, retail securities, fitness and health care. We are committed to client service and the highest standards of professionalism.

We dedicate the time necessary to understand each client’s business objectives and apply our broad-based expertise to structure franchise, distribution and licensing programs that advance each client’s unique business goals. Unlike packagers of off-the-shelf franchise disclosure documents, we provide our client with custom solutions that distinguish their franchise program in the marketplace and reflect our in-depth knowledge of franchise laws. Furthermore, we offer complete franchise registration and sales compliance services at cost-effective rates with the support of our experienced franchise paralegal.

Among the qualities distinguishing our franchise and distribution practice is our ability to offer franchise and distribution clients complete legal support. Not only do we structure successful franchise, distribution, licensing and agency programs for selling, distributing and marketing goods and services, we also counsel clients in numerous associated areas of law, including trademark protection, antitrust and trade regulations, business transactions, securities and retail leasing. We offer dispute resolution support in all forums, through mediation, arbitration and litigation. Our expertise extends to helping manufacturers and suppliers protect against counterfeit and gray market goods. We also represent multiple-outlet owners, area developers and master franchisees in evaluating and acquiring franchise and distribution rights and managing their business affairs. We educate clients about franchise sales compliance and assist our clients in establishing internal compliance systems with our guidance.

Additionally, we counsel clients engaged in manufacturing, product distribution and intellectual property licensing on structuring alternatives for creating a distribution network that avoids the complications of franchise regulation. We prepare distribution contracts, address pricing, termination and transfer issues and handle dispute resolution, among other areas of counseling.

Differentiating Davis Wright Tremaine from other law firms offering franchise and distribution legal services is the depth of our industry knowledge of the restaurant, food and beverage businesses. Our nationally recognized hospitality practice enables us to offer value-added services to clients that offer traditional hospitality services, including restaurants and hotels, and clients that support the hospitality sector, like wineries and food and beverage suppliers.

Franchising and distribution representative services

Analyzing and structuring franchise programs and franchising alternatives (joint ventures, nonfranchise distribution programs and licensing arrangements)
Preparation of franchise disclosure documents (both U.S. and foreign franchise laws)
Franchise registration and sales compliance
Preparation of franchise and ancillary contracts
Preparation of master franchise, subfranchise, area representative and area development contracts
Review of operations manuals
Representation of sellers and buyers in the purchase or sale of a franchise system including conducting franchise due diligence on behalf of prospective purchasers, negotiating financing, and providing lead counsel services
Structuring co-branding relationships and conversion of unbranded business units to franchised locations
Structuring license relationships for expansion in nontraditional locations such as airports, universities, stadiums and health care facilities
Franchise sales compliance training and counseling
Preparation of product distribution, manufacturing, supply and licensing contracts
Structuring gift card programs and other promotions
Dispute resolution services in all forums, including litigation, arbitration and mediation proceedings
Formation and counseling of franchisee associations
Developing supply programs for franchisees and distributors, including buying cooperatives
Antitrust counseling including advising clients on pricing programs and rebates
Transfer and termination counseling, including preparing transfer consents and termination notices
Expanding into foreign countries through master franchising, area development relationships, joint ventures and other business structures and counseling clients on import/export of proprietary products required by foreign franchisees
Trademark prosecution and defense
Counseling clients on strategies for trade secret protection
Drafting confidentiality and noncompetition agreements
Retail leasing and land use issues