Free Franchise Agreement Review Checklist Template
A franchise agreement and FDD review checklist covering fees, Item 19, territory, supplies, renewal, transfer, termination and post-term non-compete.
A franchise agreement review checklist helps a prospective franchisee check the Franchise Disclosure Document and agreement before signing. Franchise agreements are drafted by the franchisor and rarely negotiated, so understanding the fees, territory, termination and exit terms is essential.
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FRANCHISE AGREEMENT AND FDD REVIEW CHECKLIST Franchise: [BRAND] Franchisor: [LEGAL NAME] FDD issue date: [DATE] Date FDD received: [DATE] Note: Under the FTC Franchise Rule, franchisors must give you the Franchise Disclosure Document (FDD) at least 14 calendar days before you sign or pay. Several states also require registration or additional disclosure. This checklist is not legal advice; have a franchise attorney review before you sign. A. TOTAL COST [ ] Initial franchise fee (FDD Item 5): $______ Refundable? ______ [ ] Estimated initial investment range (Item 7): $______ to $______ Includes working capital? ______ [ ] Royalty (Item 6): ______% of gross sales, or $______ minimum [ ] Advertising / brand fund contribution: ______% [ ] Technology, software and other recurring fees: $______ [ ] Renewal, transfer and training fees: $______ [ ] Total annual fees as a percentage of projected sales: ______% B. FINANCIAL PERFORMANCE (Item 19) [ ] Does the FDD include financial performance representations? ______ [ ] Which outlets are included, and what share of the system do they represent? ______ [ ] Gross sales only, or also costs and profit? ______ [ ] Have you spoken to at least [5] current and [2] former franchisees (Item 20 lists contacts)? ______ C. SYSTEM HEALTH (Items 3, 4, 20, 21) [ ] Litigation involving the franchisor or its management (Item 3): ______ [ ] Bankruptcy history (Item 4): ______ [ ] Outlet openings, closures, transfers and terminations over three years (Item 20): ______ [ ] Audited financial statements of the franchisor (Item 21): ______ D. TERRITORY (Item 12) [ ] Exclusive, protected or no territory? ______ [ ] Can the franchisor sell online, through other channels or open company outlets in your area? ______ [ ] Minimum sales requirements to keep the territory? ______ E. SUPPLIES AND OPERATIONS (Items 8, 11) [ ] Required suppliers and whether the franchisor earns rebates or markups: ______ [ ] Site selection, build-out and opening deadlines: ______ [ ] Training provided and who pays travel: ______ [ ] Can the operations manual change your obligations and costs? ______ F. TERM, RENEWAL AND EXIT (Item 17) [ ] Initial term: ______ years. Renewal conditions and fees: ______ [ ] Must you sign the then-current agreement at renewal (possibly with higher fees)? ______ [ ] Transfer conditions, approval rights and transfer fee: ______ [ ] Franchisor's right of first refusal on a sale: ______ [ ] Grounds for termination and cure periods: ______ [ ] Post-term non-compete: length ______ and area ______ (check state law) [ ] Obligations after termination: de-identification, buying back equipment, lease assignment: ______ G. PERSONAL RISK [ ] Personal guarantee required? Spouse required to sign? ______ [ ] Arbitration clause, venue and governing law (often the franchisor's home state): ______ [ ] Limits on your right to join class actions: ______ H. NEXT STEPS [ ] List of questions for the franchisor: ______ [ ] Attorney and accountant review booked: ______ [ ] Financing and lease terms aligned with the franchise term: ______ --- This free template is provided by ClauseAudit for general informational purposes and is not legal advice. Have it reviewed before use. Replace all [BRACKETED] placeholders.
When to use this template
- Evaluating a franchise before signing or paying any fees.
- Comparing two franchise offers.
- Preparing questions for a franchisor and for current franchisees.
How to fill it in
- Record the date you received the FDD; you must get it at least 14 days before signing.
- Work through each FDD item listed and write the figures in.
- Call current and former franchisees from Item 20.
- Calculate total recurring fees as a share of expected sales.
- Book a franchise attorney and accountant before signing.
Key clauses to check
- Item 19
- Earnings claims are optional and often limited; check which outlets they cover.
- Territory
- "Protected" territory can still allow online or company sales in your area.
- Renewal
- You may have to sign a new agreement with higher fees.
- Transfer
- Franchisor approval and fees affect your ability to sell.
- Post-term non-compete
- Can stop you running a similar business after you leave; state law varies.
Frequently asked questions
What is an FDD?
The Franchise Disclosure Document, a 23-item disclosure the FTC requires franchisors to give at least 14 days before you sign or pay.
Can you negotiate a franchise agreement?
Some terms can be negotiated, especially for multi-unit deals, but many franchisors keep core terms fixed.
What does Item 19 of an FDD show?
Any financial performance representations the franchisor chooses to make, such as average sales of certain outlets.
How long do I have to review a franchise disclosure document?
Under the FTC Franchise Rule, a franchisor generally must give you the FDD at least 14 calendar days before you sign a binding agreement or pay any money. Some states that regulate franchise sales add their own requirements. Use that time to read the document, call current and former franchisees, and have a franchise attorney and accountant review it.
Do I need a lawyer to review a franchise agreement?
It is not required, but highly recommended. Franchise agreements are long, franchisor drafted and often run ten years or more with renewal, transfer and non-compete terms that are hard to change later. A franchise attorney can spot unusual terms and negotiate items such as territory, opening deadlines and personal guarantees before you sign.
Want to check if a contract is fair before you sign?
If someone sent you a franchise contract, don't guess. We flag risky clauses in plain English, tuned to your state, with a downloadable report and suggested-fix redline.
Read before you sign
- Franchise Non-Compete Clauses: Can You Keep Working in the Industry After You Leave?Franchise non-compete clauses explained: what post-term covenants usually cover, how state law treats them, who they bind and what to negotiate before signing.
- Franchise Agreement Red Flags: 12 Clauses to Check Before You SignFranchise agreement red flags to check before signing: minimum royalties, renewal on new terms, liquidated damages, spousal guaranties and a broad non-compete.
- Franchise Agreement Review Cost: What an FDD Review Lawyer ChargesFranchise agreement review cost explained: typical flat fees for an FDD review lawyer, what the fee should cover, add-on charges and how to spend less.
- Franchise Territory Protection Explained: Exclusive, Protected and Reserved RightsFranchise territory protection explained: exclusive vs protected territory, FDD Item 12, reserved rights for online and delivery sales, and how to negotiate.
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This free template is general information, not legal advice, and is no substitute for a qualified attorney. Laws vary by state; have it reviewed by a lawyer before you use or sign it.