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Franchise Agreement
I need a franchise agreement for a new franchisee in Indonesia, detailing the rights and obligations of both parties, including a 5-year term, initial franchise fee, royalty structure, and compliance with local regulations. The agreement should also cover training, marketing support, and territorial exclusivity.
What is a Franchise Agreement?
A Franchise Agreement sets the rules when a business owner (franchisor) lets someone else (franchisee) use their brand name, business system, and know-how to run a similar business. Under Indonesian Government Regulation No. 42/2007, this legal contract spells out everything from royalty payments and quality standards to training requirements and territory rights.
The agreement protects both parties by clearly defining their roles and obligations. For the franchisee, it grants the right to operate under a proven business model, while the franchisor maintains control over how their brand is used. Before signing, the agreement must be registered with Indonesia's Ministry of Trade, where officials check that it meets local franchise regulations and disclosure requirements.
When should you use a Franchise Agreement?
You need a Franchise Agreement when expanding your successful business model through other operators in Indonesia. This legal framework becomes essential once you've developed a proven system, distinctive brand, and proprietary processes that others can replicate under your guidance. Common scenarios include restaurant chains, retail stores, and service-based businesses looking to grow nationally.
The timing is crucial - draft and register your Franchise Agreement before starting any franchise discussions or negotiations. Indonesian law requires detailed disclosure documents and Ministry of Trade registration at least 14 days before signing with potential franchisees. Getting this right early prevents legal complications and protects your intellectual property as you scale.
What are the different types of Franchise Agreement?
- Franchise Contract Agreement: Basic single-unit agreement covering core operational rights and obligations between franchisor and franchisee
- Area Development Agreement: Grants rights to develop multiple franchise units within a specific geographic territory over time
- Franchise License Agreement: Focuses on intellectual property rights, trademarks, and brand usage permissions
- Franchise Partnership Agreement: Used for joint venture-style arrangements where franchisee has more operational autonomy
- Franchisor Franchisee Agreement: Comprehensive version covering both operational and strategic aspects of the relationship
Who should typically use a Franchise Agreement?
- Franchisors: Business owners who've developed successful brands and systems, looking to expand through franchising across Indonesia
- Franchisees: Local entrepreneurs or companies investing in proven business models while maintaining operational independence
- Corporate Lawyers: Draft and review agreements to ensure compliance with Indonesian franchise regulations and protect client interests
- Ministry of Trade Officials: Review and register franchise agreements, ensuring they meet local disclosure requirements
- Business Consultants: Help structure franchise relationships and advise on operational standards
- Bank Officers: Evaluate agreements when considering financing for franchise purchases or expansion
How do you write a Franchise Agreement?
- Business Details: Gather complete information about your brand, business system, and intellectual property rights
- Territory Planning: Map out specific geographic areas for franchise operations and any exclusivity terms
- Financial Terms: Calculate initial fees, ongoing royalties, and marketing contributions based on market research
- Operating Standards: Document your business processes, quality requirements, and training programs
- Legal Requirements: Prepare disclosure documents required by Indonesian franchise regulations
- Registration Prep: Compile all supporting documents for Ministry of Trade registration
- Digital Solution: Use our platform to generate a legally-sound agreement that includes all mandatory elements
What should be included in a Franchise Agreement?
- Party Information: Complete legal names, addresses, and registration details of franchisor and franchisee
- Intellectual Property: Detailed description of trademarked brands, systems, and proprietary knowledge being licensed
- Territory Rights: Clear boundaries of authorized operational area and any exclusivity provisions
- Financial Terms: Initial fees, ongoing royalties, marketing contributions, and payment schedules
- Quality Standards: Specific operational requirements, training obligations, and compliance measures
- Term and Renewal: Duration of agreement, conditions for extension, and termination procedures
- Dispute Resolution: Indonesian law compliance and local arbitration provisions
- Disclosure Statement: Mandatory prospectus as required by Government Regulation No. 42/2007
What's the difference between a Franchise Agreement and a Business Acquisition Agreement?
A Franchise Agreement differs significantly from a Business Acquisition Agreement in several key ways, though both involve expanding business operations. While a Franchise Agreement creates an ongoing relationship where one party uses another's brand and system, a Business Acquisition Agreement represents a one-time purchase of an existing business.
- Ownership Structure: Franchise Agreements maintain the franchisor's ownership of the brand and system, while Business Acquisitions transfer full ownership to the buyer
- Ongoing Obligations: Franchises require continuous royalty payments and compliance with operational standards; acquisitions typically end financial obligations after purchase
- Control Level: Franchisors maintain significant control over operations and branding; acquired businesses operate independently post-purchase
- Regulatory Requirements: Franchise Agreements need Ministry of Trade registration and specific disclosures under Indonesian law; business acquisitions follow standard M&A regulations
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