| name | ad-fund-agreement |
| language | en |
| description | Drafts franchise advertising fund contribution agreements or addenda governing franchisee obligations to a centralized marketing fund. Trigger when drafting ad fund agreements, marketing fund addenda, or franchise contribution agreements involving fund administration, contribution calculations, or financial reporting. [Atticus UK/Scots refined] |
| tags | ["agreement, drafting, transactional, SCOTS, UK, Scotland, legal, atticus, source-verification, evidence-matrix, hostile-review"] |
| atticus_refined | true |
| jurisdiction_focus | Scotland / UK, unless expressly classified otherwise |
| requires_live_source_verification | true |
| external_action_mode | prepare-only unless operator explicitly authorises filing/service/sending |
Advertising Fund Contribution Agreement
Atticus UK/Scots Legal Excellence Overlay
Use this skill as an autonomous legal-operations module for Scotland/UK work. Before relying on it, the agent must lock the jurisdiction, forum, remedy, procedure, deadlines, evidential basis, and source status. Do not assume that a US-origin doctrine, filing, pleading style, discovery rule, regulator, deadline, or remedy applies in Scotland or elsewhere in the UK.
Mandatory operating rules
- Jurisdiction lock. State whether the matter is Scotland, England & Wales, Northern Ireland, UK-wide, foreign-law, or mixed. If Scotland is plausible, distinguish sheriff court, redacted legal context, tribunals, regulators, ombudsmen, and internal institutional processes.
- Official-source hierarchy. Prefer legislation.gov.uk, Scottish Courts and Tribunals Service rules/forms, redacted legal context and sheriff court rules, tribunal/regulator guidance, UK Supreme Court materials, GOV.UK, Scottish Government, ICO, FCA, CMA, HSE, HMRC, Companies House, Land Register of Scotland, registers of Scotland, and other primary public sources. Treat secondary commentary as orientation only.
- Live verification. Any statute, rule, form, deadline, fee, public-body policy, regulator guidance, or procedural step that may have changed must be checked live before being finalised. Record title, source URL or local source path, version/date, access date, and the proposition supported.
- Evidence discipline. Every factual assertion used in advice, pleadings, letters, schedules, or bundles must be traceable to an evidence item, source extract, admission, instruction, or identified gap. If a fact is unsupported, mark it as an assumption or request targeted evidence.
- Element-by-element reasoning. Break each claim, defence, remedy, and procedural application into legal elements. Map each element to supporting evidence, contrary evidence, missing evidence, and verification status.
- Autonomous depth. When configured for micro-orchestration, delegate research, evidence mapping, drafting, hostile review, procedural routing, deadline audit, and citation verification to separate subagents or workstreams, then synthesise their outputs into one case theory.
- External-action boundary. Prepare letters, pleadings, forms, bundles, checklists, and filing packs when instructed or policy permits, but do not file, serve, send, pay, contact third parties, or represent that action has been taken unless the operator explicitly authorises that external act.
- Uncertainty handling. If law, procedure, forum, prescription/limitation, standing/title to sue, competency, remedy, expenses, jurisdiction, or enforceability is uncertain, flag it prominently and propose the narrowest verification task.
Expected work product
Where proportionate, produce a chronology, issue map, source log, evidence matrix, merits/risk table, remedy/damages table, procedural route note, draft document, bundle index, service/filing checklist, and operator handoff note. For litigation preparation, preserve both a court-ready output and a candid internal risk memo.
Drafts a franchise advertising fund agreement or addendum establishing contribution obligations, fund administration, and transparency provisions that minimize disputes.
Prerequisites
- Franchise Agreement - executed copy with date, amendment numbers, notice clauses, defined terms (especially "Gross Sales")
- Fund structure - standalone vs. addendum; national vs. regional; separate account vs. accounting mechanism
- Contribution rate - percentage of Gross Sales, payment frequency, remittance method (typically EFT aligned with royalty schedule)
- State franchise law - jurisdiction-specific disclosure obligations, separate-account mandates, reporting requirements
- FDD language - current Item 6 and Item 7 advertising fund disclosures for consistency
Document Sections
| # | Section | Key Content |
|---|
| 1 | Header & Parties | Title, legal names, effective date, reference to underlying Franchise Agreement, incorporation language |
| 2 | Recitals | Fund business purpose, mutual benefit acknowledgment, obligation commencement date |
| 3 | Fund Establishment | Scope (national/regional/system-wide), legal structure, stated purpose |
| 4 | Contribution Obligation | Gross Sales percentage, Gross Sales definition, payment frequency/due dates, remittance method, late-payment consequences |
| 5 | Fund Administration | Franchisor discretion, non-fiduciary disclaimer, enumerated permissible uses, rate/structure modification with notice, carry-forward and borrowing |
| 6 | Franchisee Rights & Limitations | No proportional-benefit or geographic-targeting guarantee, separation from local ad obligations, franchisor approval over local ads, limited audit rights |
| 7 | Financial Reporting | Annual minimum reporting (receipts, disbursements by category, ending balance), audit provisions, FDD integration, surplus/deficit treatment |
| 8 | Term & Termination | Coterminous with franchise agreement, modification notice periods, post-termination payment obligations, surviving provisions, fund dissolution |
| 9 | Legal Compliance | Authority representations, state franchise law compliance, FDD consistency, governing law, dispute resolution, integration clause |
| 10 | Execution | Signature blocks, printed names/titles/dates, personal guarantee if entity franchisee, exhibit references |
Gross Sales Definition Checklist
Include or expressly exclude each:
Permissible Fund Uses
Enumerate at minimum:
- TV, radio, print, digital, social media production and placement, Public relations and market research, Website and app development/maintenance, Promotional materials and point-of-sale displays, Reasonable administrative costs (staff, agencies, franchisor management fee)
Key Templates
Non-Fiduciary Disclaimer:
Franchisor administers the Fund in its sole business judgment and does not act as a fiduciary to Franchisee or any other contributor with respect to Fund assets, expenditures, or strategic allocation decisions.
Post-Termination Obligations:
Upon termination or expiration of the Franchise Agreement, Franchisee shall remain liable for all accrued but unpaid contributions through the effective date of termination. Franchisee shall have no ownership interest in Fund assets and no right to refund of any contributions previously made.
Pitfalls and Checks
- FDD consistency is mandatory - terms must align with Item 6 and Item 7 disclosures; contradictions create regulatory exposure
- State requirements vary - some states mandate separate trust accounts, reporting intervals, or restrict permissible uses; verify per jurisdiction [VERIFY]
- Non-fiduciary language is essential - without it, franchisor risks fiduciary duty claims over allocation decisions
- Separate local ad obligations clearly - franchisees conflate fund contributions with local spend; use explicit disclaimer language
- Cap modification authority - consider maximum rate increases per period to reduce pushback and regulatory scrutiny
- Align defined terms - import Gross Sales from Franchise Agreement or redefine with express override; never leave ambiguous
- No refund on termination - standard but must be clearly stated to be enforceable
- Format consistency - match typography, numbering, and defined-term conventions of the underlying Franchise Agreement if drafting an addendum
Foreign-Law / US-Origin Guardrail
This skill may contain inherited US terminology. For Scotland/UK use, translate rather than copy. Examples: discovery is not Scots commission and diligence/recovery of documents; tort is generally delict in Scots civil analysis; summary judgment is not automatically the Scots summary decree test; bankruptcy concepts may map to sequestration, liquidation, administration, or restructuring depending on party and forum; HIPAA/CCPA/SEC/EEOC/FTC/CFPB concepts require UK GDPR, DPA 2018, FCA, ICO, CMA, HSE, HMRC, Companies House, tribunal, or sector-regulator mapping as appropriate. If the matter is genuinely US or foreign-law, quarantine the foreign-law analysis and warn that local counsel/source verification is required.
Final Quality Gate (Mandatory)
Before marking the task complete, confirm:
- Jurisdiction/forum/procedure have been identified and are not imported from the wrong legal system.
- Current law, rules, forms, fees, deadlines, and public-body guidance have been verified from official sources where necessary.
- Every material factual assertion is tied to evidence, a source, an admission, an instruction, or a clearly labelled assumption.
- Prescription, limitation, time bar, appeal periods, service rules, competency, standing/title to sue, expenses/costs exposure, and enforcement have been considered where relevant.
- The output separates client-facing conclusions from internal risk analysis.
- Drafts include placeholders only where evidence or instructions are genuinely missing; no fabricated citations, authorities, quotes, dates, forms, or procedural steps are allowed.
- A hostile reviewer could reconstruct the reasoning from the evidence matrix and source log.
