Licensing and Franchise Agreements

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Licensing and Franchise Agreements

Business partnerships that share specific brand elements in return for a fee are known as franchises and licenses. In a licensing arrangement only covers registered trademarks; a franchising agreement covers a company's whole brand and operations. Licenses are more suited for product-based enterprises, but franchises usually function best for service-based firms. Generally, the franchise owner (franchisor) dictate their business, and a licensee has more autonomy over how they conduct their firm. But the franchisor will also provide a franchisee with a lot of direction and training.

Although there are some parallels between franchising and licencing, these two agreements are significantly distinct from one another and have different implications for you and your company. We'll go through the distinctions between franchising and licencing along with the benefits and drawbacks of each.

What is franchising?

An agreement between a franchisor and a franchisee is called a franchise. A business is owned by the franchisor. A franchisor offers a franchisee the rights to their brand, which includes all associated goods and services, intellectual property, and more. The franchisee then uses those rights to launch a second branch under the same name, thereby creating a copy of the original company.

The franchisee will pay fees to the franchisor as stipulated in the franchise agreement in order to utilise their brand, start a franchise, in order to receive business help and advice. In exchange for a fee, the franchisor lends their name to the franchisee and lends them training and industry knowledge.

Compared to licencing, franchising involves a deeper, more intricate corporate connection and agreement. A franchisor maintains authority over the use of its name and the day-to-day operations of each franchise it names. In a franchise arrangement, there is a great deal of interdependence between the franchisor and the franchisee.

Franchising examples

  • McDonald's is among the most well-known franchises. The McDonald's franchise began modestly and now boasts more than 36,000 locations worldwide.
  • Among the other well-known franchises is Burger King.
  • Eatery Hut.
  • Marriott Worldwide.
  • Donuts.
  • 7-Eleven.
  • The Subway.
  • Robbins-Baskin.
  • Wally Taco.
  • Corlioration Ace Hardware.

Numerous well-known companies, including chain restaurants, run as franchises. The important thing about franchises is that they all have the same  appearance, provide the same goods and services, and provide much more.

What is licensing?

Contrarily, licencing is a constrained legal commercial arrangement in which a certain party is given permission to utilise a brand's registered trademarks. The licensor, who is the owner of the trademarks, and the licensee, who has been given permission to use them, have a licensor and licensee relationship.

A royalty fee is agreed upon between the licensee and the licensor in order to use another brand's registered trademarks.

What legal factors should be taken into account when signing a franchise or licence?

For the goal of clarity and to ensure that there is no doubt whatsoever, both parties should keep in mind the following legal factors when entering into a franchise or licence agreement:

  • Disclosure Document for Franchises: The information in this paper about the franchisor and the franchise opportunity is given to the potential franchisee. A summary of the franchise system, a list of current and past franchisees' contact details, and financial advances provided by the franchisor or its affiliates are just a few of the details included in the FDD.
  • Aware of the Terms: All parties to an agreement, whether it be a franchise or a licence, must be aware of its terms. This covers the terms of the agreement, the rights and obligations of each party, and the necessary fees and payments.
  • Intellectual property rights in a franchise or licence: Before entering into an agreement, parties should identify the important intellectual property rights in a franchise or licence. Determine if the intellectual property rights are also registered, protected, and enforceable. Trade secrets, copyrights, patents, and trademarks are a few of the crucial IP rights at play.
  • Permits: The scope of the franchisee's or licensee's permitted operations, as well as any clauses pertaining to exclusivity, should be spelt out in the agreement.

How licencing and franchising are different

When you're comparing franchise agreements to licence agreements, it's most likely because you want to expand your firm into a franchise or rent the right to use your name by another business. Prior to entering into a legally enforceable agreement, it is important to understand the distinctions between these two commercial agreements.

It would be incorrect for some business owners to view licencing as a simpler option to franchising. These two kinds of agreements are suitable in various situations and have quite different legal implications. Let's examine the differences between franchising and licencing in more detail.


The restrictions imposed on licencing agreements are one of the main distinctions between franchising and licencing. A franchise has many less restrictions than a licence.

Nothing more than the use of registered trademarks is permitted by a licence agreement. Conversely, trademarks, other intellectual property, goods, services, operational instructions, and much more can all be used under franchise agreements.


One more distinction between franchising and licencing is the degree of control that the seller has over the buyer.

The franchisor may specify in a franchise agreement exactly how the franchisee is to market the company, use brand trademarks, locate the company, and run the company. Stated differently, because the franchisee's business is effectively an extension of the franchisor's own, the franchisor has considerable control over the franchisee's operations.

By contrast, a licensor has very little authority over a licensee's business. The licensee's use of protected marks may be subject to restrictions from the licensor, but other areas of the licensee's company are not subject to their control.

Benefits and drawbacks of licencing vs franchising

Determining which business model is best for you doesn't end with knowing the distinctions between licences and franchises. Knowing the advantages and disadvantages of trademarks and licences is also helpful.

Franchise experts

One advantage of franchises is that they already have a pre-existing consumer base and a tested business plan. While there may be substantial costs associated with buying a franchise, they may still be less expensive than starting your own firm from the ground up. Buying a franchise is frequently far less hazardous than starting one from scratch.

Another advantage of franchising is a shared relationship. The franchisor can quickly grow their firm while delegating some of the labour to their franchisees. In addition, the franchisee collaborates with the franchisor to operate the company and pick up any new business acumen.

Franchising cons

Losing control is one of a franchisee's disadvantages. Even though it's your company, the franchisor will make most big business decisions, or at least they must be approved by them. This assistance can be helpful while you're still learning the ins and outs of the company, but it can also come across as seasoned business owners micromanaging your company. The franchisor benefits from this control, though, since they may still specify how their brand is utilised.

A franchise will appear far more costly and intricate than a licence. On the other hand, a licencing agreement restricts the manner in which you can use a certain brand. Consequently, a licence will be less expensive and difficult to obtain, but it also grants you much less access.

Due to this disparity in cost, entrepreneurs may choose to employ licencing agreements rather than franchising agreements; yet, these are not equivalent and frequently do not apply to the same kinds of enterprises. Byy creating a licencing agreement for commercial activities that come under the franchising category, you're also exposing yourself to legal risk. If the startup costs of a franchise are keeping you from beginning one, you might want to look into these affordable franchise possibilities. You can also look into franchise finance to assist you pay for these costs.

Licensing pros

A licence deal typically occurs between two well-known companies. The licensee is buying the right to utilise trademarks that are already well-known and valued by a loyal following. Because of this, licencing is a safe investment and a fantastic method to grow your company.

The licence agreement will be rather straightforward because it only pertains to the use of one or a small number of protected marks.

Licensing cons

Limitations are the main drawback of licencing as opposed to franchising. All that a licence permits is the use of specific protected marks; nothing more. Even if it limits the agreement, that may be all your company requires. It is imperative to ensure that you have taken these precautions to safeguard your intellectual property before getting into a licencing deal.

The fact that many individuals are unaware of the real purpose of licences is another drawback. The appropriate time to create a licencing agreement and the point at which it crosses a franchise's legal boundaries are frequently unclear. Prior to signing a franchise or licencing deal, make sure to get legal advice from experts.

Frequently Asked Questions

Business partnerships that share specific brand elements in return for a fee are known as franchises and licences. On the other hand, a licencing arrangement only covers registered trademarks, whereas a franchising agreement covers a company's whole brand and operations.

Businesses can use both franchising and licencing as separate business methods to increase their market share and reach. While franchising entails the duplication of a complete company model, licencing is primarily concerned with licencing the licence to use intellectual property.

The franchisee owns the business in a franchise agreement. For a fee, the franchisee effectively manages the franchisor's business. In a licencing partnership, the licensor may have obtained patent rights for a certain product for which the licensee is the only one who pays them.

The four kinds of agreements that franchised businesses usually create are listed below.

Agreement for Single-Unit Franchise. A single-unit agreement gives the franchisee the authority to establish and run a single franchise location. Area Development Franchise Agreement, Master Franchise Agreement, Multi-Unit Franchise Agreement.

Different Types of Indian Licencing Agreements

Patent Licencing: Innovation and research are typically covered by patents. The papers that a patent owner uses to grant permission for another party to utilise their property are known as patent licencing agreements.

Chapter IV of the Copyright Act defines licencing in relation to copyright.

A licensee (franchisee) and a licensor (franchisor) enter into a contract called franchising, which permits the business owner to use the licensor's name and mode of operation to market goods and services to customers.

  1. decreased chance of failure.
  2. continuous help for businesses.
  3.  Awareness of the market.
  4.  Brand awareness and devotion.
  5. higher purchasing power.
  6.  increased earnings.
  7.  Increased financial prospects.
  8. assuming self-management.

A franchise agreement is a contract that has legal enforceability. It lays down the guidelines for the franchising arrangement that have been approved by the franchisor and the franchisee.


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