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Franchise Law

Franchising depends on brand recognition. Increasingly mobile consumers recognize famous brands as symbols of quality, consistency, value and service. They not only seek out the familiar but also depend on and appreciate the uniform quality of franchised products and services.

Schnader recognizes franchising as a leading force in the entrepreneurial marketplace. We are an advocate for the franchise industry, representing franchisors, franchisees, suppliers and other affiliated parties in a wide range of business and litigation matters. We assist clients from inception to development of their franchise plans, advise with respect to all documentation and registration matters and provide ongoing counsel on matters affecting their systems, including intellectual property, real estate, labor and employment and government regulation concerns. Schnader attorneys have national and international experience in these and all other aspects of franchise issues, and have assisted American franchisors in negotiating and structuring master franchise agreements abroad and represented foreign franchisors in developing and expanding their franchise operations within the United States. The Firm has successfully represented franchisors, from the planning and start-up stages to the various needs of an established and growing franchise.

Comprehensive Services

Developing the Relationship: Contractual Concerns
Positive franchise relations begin with clear and concise franchise agreements. Schnader lawyers are skilled in structuring, drafting and reviewing contracts and agreements to minimize the risk of future disputes. We also handle related ancillary documents, including real estate leases and subleases, construction agreements, equipment leases and trademark licenses, as well as noncompete and confidentiality agreements and other employment policy documents.

Financing the Venture: Funding Sources and Opportunities
Schnader lawyers guide franchisors on available financing options and advise on risks and rewards of each, including bank financing, government assisted loans, liquidity and growth capital strategies, alternative growth strategies (such as master franchising, joint ventures, conversions and sales of company units/refranchising) and private equity financing. Our goal is to help franchise clients achieve long-term growth and to maximize profit potential for investors and franchisors alike. 

Preserving the Core: Intellectual Property Protection
Among any company's most valuable assets are its trade secrets and confidential information. Franchisors especially must protect their products and proven business methods, which can be open to theft by employees or franchisees to start competing companies. Schnader lawyers are active in trade secret and unfair competition matters involving franchises. We prosecute and defend cases involving domain names, trademarks, trade names and trade dress for regional, national and international clients. Our lawyers successfully prosecute unfair competition claims arising from the use of similar trade dress.

We are often called upon to protect intellectual property rights in the context of license agreements. Not only do our lawyers bring and defend claims for violation of licenses, but we also act to protect the rights of a licensee confronted with competing claims to royalty payments. Schnader lawyers handle transactions such as licensing, leasing, franchising, distribution agreements, and acquisitions and joint ventures involving clients ranging from large multinational corporations to emerging companies to individual entrepreneurs. We represent both licensors and licensees of patents, trademarks and copyrights in the United States and internationally. 

Integrating Electronic Solutions: E-Commerce and Technology
Communicating effectively and efficiently with consumers and suppliers is the lifeline of the franchise industry. Information technology has allowed franchise networks to operate more productively while simultaneously creating new privacy concerns regarding data collection. Schnader lawyers advise franchise clients on how to structure their e-commerce dealings with suppliers and customers to limit their legal exposure for a wide variety of breach of contract, warranty claims and other damages liability.

We counsel clients on and draft a variety of contractual agreements that reach beyond basic privacy and electronic communications type policies and are specific to and arise only from e-commerce and computer related activities. Schnader lawyers also handle multimillion dollar lawsuits and other traditional commercial matters arising from Internet specific and e-commerce disputes. With the rapid expansion of interactive Web sites, our lawyers help clients maintain balance between customers’ privacy expectations and the interests of Web site operators who want to utilize customer data for marketing purposes.

Expanding the Franchise: Real Estate and Construction Needs
We regularly represent a range of domestic and international franchise clients whose worldwide activities include substantial real estate needs, such as development of build-to-suit facilities, acquisition or leasing of buildings or office space and a variety of zoning and planning matters. Schnader lawyers guide clients from concept development to final closing, providing both oversight for the long-term and nuts-and-bolts attention to steering real estate projects through the maze of government regulation. We also handle construction and procurement law matters, including design, pricing, contract negotiation and drafting, bids and bid protests, project organization and management, scheduling, change order management, governmental compliance, environmental concerns and construction administration. In addition, our attorneys are experienced in resolving disputes and claims related to federal, state and local government construction and procurement projects.

Managing the Workforce: Labor and Employment
Schnader represents franchisors and franchisees in an array of labor and employment related matters, including non-competition and non-solicitation agreements between a franchisor and its current franchisees and employees; defense of claims made under federal and state labor and employment laws; National Labor Relations Board representation and unfair labor practice proceedings; merger and acquisition issues; union organizational attempts; government compliance and affirmative action; executive employment contracts; antitrust and RICO actions arising out of labor and other workplace related disputes; ERISA drafting, planning and counseling; and immigration counseling and assistance related to employment of foreign nationals.

We also counsel human resources professionals on harassment and other discipline/discharge training to minimize litigation exposure; proactive labor relations; employee handbook and other internal employment policy documents; supervisory/management training; employee attitude surveys; labor/human resources audits; hiring and selection systems; and human resource strategies, planning and organization.

Resolving Conflicts: Dispute Resolution
We are extensively involved in dispute resolution throughout the United States and abroad. Schnader is an active member of the CPR Institute for Dispute Resolution, and our attorneys have served as neutrals and advocates in arbitrations, mediations, mini-trials and settlement proceedings in a variety of franchise matters. Our lawyers also serve as arbitrators, mediators, judges pro tem and settlement masters in federal and state courts, the Court of International Arbitration and private forums. Several attorneys are members of the American Arbitration Association and serve as arbitrators, mediators or advocates in a broad range of franchise related disputes. Among our successes, we achieved a favorable arbitration ruling in an international franchise dispute involving a Thai franchisee and an American franchisor.

Navigating the Labyrinth: Government Regulations
On-going changes in local, state and federal laws and regulations governing the operation of a franchise can significantly impact every aspect of the franchise process making effective legal counsel more important than ever. Schnader lawyers counsel franchisors and franchisees not only on how the changes impact the franchise system, but also on compliance with current federal and state registration regulations and disclosure requirements.