Franchise Purchase Agreement Template for Australia

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Key Requirements PROMPT example:

Franchise Purchase Agreement

"I need a Franchise Purchase Agreement for the sale of my Melbourne-based retail clothing franchise to a new franchisee, including provisions for inventory transfer and staff retention, with completion targeted for March 2025."

Document background
The Franchise Purchase Agreement is a crucial document used when an existing franchisee wishes to sell their franchise business to a new operator in Australia. This agreement must comply with the mandatory Franchising Code of Conduct and various Australian federal and state laws. It covers the complete transaction process, from initial conditions and due diligence requirements through to completion and post-sale obligations. The document typically includes detailed provisions about the transfer of assets, assignment of leases, employee matters, and ongoing franchise obligations. It requires careful consideration of both the existing franchise agreement terms and the franchisor's transfer requirements, while protecting the interests of all parties involved. The agreement must include specific provisions required by Australian franchise law, including cooling-off periods and dispute resolution processes.
Suggested Sections

1. Parties: Identification of the franchisor, current franchisee (seller), and incoming franchisee (purchaser)

2. Background: Context of the franchise system, existing franchise agreement, and proposed transfer

3. Definitions and Interpretation: Key terms used throughout the agreement and rules for interpretation

4. Sale and Purchase: Core transaction terms including the assets and rights being transferred

5. Purchase Price: Details of the purchase price, payment terms, and any adjustments

6. Conditions Precedent: Conditions that must be satisfied before completion, including franchisor approval and training requirements

7. Pre-Completion Obligations: Obligations of all parties before the transfer date, including due diligence and disclosure requirements

8. Completion: Process and requirements for completion of the transfer

9. Post-Completion Obligations: Ongoing obligations after the transfer date

10. Warranties and Representations: Warranties given by the seller and purchaser

11. Release and Indemnities: Mutual releases and indemnities between parties

12. Restraint of Trade: Restrictions on the seller's future business activities

13. Confidentiality: Obligations regarding confidential information

14. GST: GST treatment of the transaction

15. Dispute Resolution: Process for resolving disputes as required by the Franchising Code

16. General Provisions: Standard boilerplate clauses including notices, governing law, and entire agreement

Optional Sections

1. Lease Assignment: Required when the franchise involves transfer of a lease

2. Employee Matters: Required when employees are being transferred to the purchaser

3. Stock Transfer: Required when the sale includes inventory

4. Intellectual Property License: Detailed IP provisions when specific local trademark or other IP rights are involved

5. Third Party Consents: Required when specific third-party approvals are needed

6. Transition Services: When the seller will provide specific transition assistance

7. Bank Guarantee: When additional security is required from the purchaser

8. Territory Rights: When the franchise includes specific territorial rights or exclusivity

Suggested Schedules

1. Schedule 1 - Assets List: Detailed inventory of all assets included in the sale

2. Schedule 2 - Purchase Price Allocation: Breakdown of the purchase price across different asset categories

3. Schedule 3 - Lease Details: Details of any premises lease being transferred

4. Schedule 4 - Handover Checklist: List of items and tasks for business handover

5. Schedule 5 - Employee Information: Details of employees and their entitlements if being transferred

6. Schedule 6 - Key Contracts: List of business contracts being assigned or transferred

7. Appendix A - Disclosure Document: Current franchise disclosure document as required by the Franchising Code

8. Appendix B - Existing Franchise Agreement: Copy of the current franchise agreement being transferred

9. Appendix C - New Franchise Agreement: New franchise agreement to be entered into by the purchaser

10. Appendix D - Transfer Forms: Required statutory and administrative transfer forms

Authors

Alex Denne

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

Relevant legal definitions
Clauses
Relevant Industries

Retail

Food and Beverage

Automotive

Health and Fitness

Education and Training

Professional Services

Home Services

Real Estate

Technology

Beauty and Personal Care

Hospitality

Business Services

Relevant Teams

Legal

Operations

Finance

Compliance

Commercial

Business Development

Risk Management

Corporate Development

Franchise Operations

Contract Administration

Relevant Roles

Franchise Development Manager

Legal Counsel

Business Development Manager

Chief Executive Officer

Chief Financial Officer

Operations Manager

Compliance Officer

Franchise Operations Director

Commercial Manager

Risk Manager

Contract Manager

Business Owner

Franchise Manager

General Counsel

Corporate Lawyer

Franchise Sales Manager

Industries
Competition and Consumer Act 2010 (Cth): The primary federal law governing business conduct, consumer protection, and competition in Australia. Contains the Australian Consumer Law and authorizes the Franchising Code of Conduct.
Franchising Code of Conduct: Mandatory industry code that regulates franchise agreements, including disclosure requirements, cooling-off periods, dispute resolution processes, and good faith obligations.
Australian Consumer Law: National law providing consumer protection and fair trading provisions, including protections against misleading conduct and unconscionable behavior.
Corporations Act 2001 (Cth): Regulates company operations, business structures, and corporate governance requirements for franchisors and franchisees operating as companies.
Fair Work Act 2009 (Cth): Relevant for employment provisions and obligations that may be passed on to franchisees regarding staff employment.
Personal Property Securities Act 2009 (Cth): Important for securing interests in business assets and equipment involved in the franchise purchase.
Privacy Act 1988 (Cth): Governs the handling of personal information of customers and employees in the franchise business.
State and Territory Fair Trading Acts: State-specific legislation that supplements federal consumer protection laws and may contain additional requirements for business operations.
Income Tax Assessment Act 1997 (Cth): Relevant for tax implications and obligations related to franchise purchases and ongoing operations.
State and Territory Business Licensing Laws: Various state-specific requirements for business operations, licenses, and permits that may affect the franchise operation.
Teams

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

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