The Deed of Sale of Franchise is a crucial document used in Canadian franchise transactions when an existing franchisee wishes to sell their franchise business to a new operator. This comprehensive agreement ensures a legally compliant transfer of the franchise business while protecting the interests of all parties involved. It must comply with provincial franchise legislation, such as Ontario's Arthur Wishart Act, and federal regulations including competition and tax laws. The document typically includes detailed provisions for asset transfer, employee transitions, operational continuity, and franchisor requirements. It's particularly important as it bridges the existing franchise agreement with the new ownership structure, ensuring the franchise system's integrity is maintained throughout the transfer process.
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1. Parties: Identification of the Seller (current franchisee), Buyer (new franchisee), and Franchisor
2. Background: Context of the sale, including current franchise agreement details and reason for transfer
3. Definitions: Defined terms used throughout the agreement
4. Purchase and Sale: Core transaction terms including assets being transferred and purchase price
5. Purchase Price and Payment: Detailed payment terms, including deposit, payment method, and timing
6. Conditions Precedent: Conditions that must be met before closing, including franchisor approval
7. Closing: Details of the closing process, timing, and deliverables
8. Seller's Representations and Warranties: Seller's guarantees regarding the franchise business
9. Buyer's Representations and Warranties: Buyer's guarantees regarding capability and resources
10. Franchisor Consent: Terms of franchisor's approval and any conditions
11. Transfer of Assets: Specific provisions for transfer of physical and intangible assets
12. Employee Matters: Treatment of existing employees and related liabilities
13. Transition Provisions: Terms for business handover and training
14. Indemnification: Mutual protection provisions for various risks and liabilities
15. Confidentiality: Protection of sensitive business information
16. Governing Law: Applicable law and jurisdiction
17. Execution: Signature blocks and attestation
1. Non-Competition: Restrictions on seller's future business activities, if not covered in original franchise agreement
2. Third-Party Consents: Required when specific third-party approvals are needed beyond franchisor consent
3. Lease Assignment: When premises are leased and require landlord consent and assignment
4. Intellectual Property Assignment: When specific IP assets owned by seller need to be transferred
5. Financing Provisions: When buyer is utilizing seller or third-party financing
6. Training and Support: When seller agrees to provide additional training beyond standard requirements
7. Dispute Resolution: Alternative dispute resolution mechanisms if preferred over standard litigation
8. Post-Closing Adjustments: When certain financial elements need post-closing reconciliation
1. Schedule A - Assets Inventory: Detailed list of all physical assets included in the sale
2. Schedule B - Excluded Assets: List of assets specifically excluded from the sale
3. Schedule C - Financial Statements: Recent financial statements of the franchise business
4. Schedule D - Contracts and Agreements: List of all contracts being assigned or assumed
5. Schedule E - Employee Information: Details of employees, positions, and employment terms
6. Schedule F - Lease Details: Copy or summary of premises lease terms
7. Schedule G - Purchase Price Allocation: Breakdown of purchase price across asset categories
8. Appendix 1 - Franchisor Consent Form: Standard form of franchisor approval
9. Appendix 2 - Bill of Sale: Form for transferring ownership of tangible assets
10. Appendix 3 - Transfer Documents: Forms for transferring specific assets or agreements
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