| name | franchise-transfer-agreement |
| title | Franchise Transfer Agreement |
| description | Drafts a tripartite U.S. Franchise Transfer Agreement allocating rights, liabilities, and closing mechanics among franchisor, transferor, and transferee. Covers asset/liability allocation, purchase price structure, franchisor approval conditions, FDD compliance, restrictive covenants, and indemnification. Use when drafting franchise transfer agreements, franchise assignment agreements, franchise sale documents, or franchise consent-to- transfer packages during negotiation or closing phases. |
| author | CaseMark |
| author_url | https://github.com/CaseMark/skills/tree/main/skills/legal/franchise-transfer-agreement |
| license | Apache-2.0 |
| version | 0.1.0 |
| execution_mode | open |
| jurisdiction | us |
| practice | commercial |
| language | en |
| tags | ["agreement","drafting","transactional"] |
Franchise Transfer Agreement
Produces a tripartite agreement for the orderly transfer of franchise rights from an existing franchisee (transferor) to a qualified successor (transferee) with franchisor consent, in compliance with the original franchise agreement and applicable franchise law.
Checkpoint A: Pre-Draft Intake (Mandatory)
Gather before drafting unless the user says "use defaults" or "just draft."
- Original franchise agreement — execution date, parties, all amendments and exhibits
- FDD — current version and version in effect at original grant
- Transfer correspondence — franchisor's preliminary approval or qualification requirements
- Financial statements — transferor (3-5 years) and transferee (qualification evidence)
- Premises lease — assignment provisions, landlord consent or SNDA requirements
- Asset inventory — equipment, vehicles, IP, POS/tech systems, signage
- Compliance history — royalty payment records, default/cure history, outstanding disputes
- Transaction structure — asset sale vs. equity sale of franchise-owning entity
- Jurisdiction — franchise location state; franchisor home state
Step 1: Liability & Asset Allocation
Assets Transferred
| Category | Inclusions | Common Exclusions |
|---|
| Tangible | Equipment, fixtures, inventory, vehicles, POS/IT, signage | Transferor's personal property |
| Intangible | Franchise license, phone numbers, domains, social media, customer lists, goodwill | Corporate records unrelated to franchise ops |
| Excluded | List specifically in schedule | Assets subject to separate disposition |
Liability Split
| Party | Assumes |
|---|
| Transferee | All franchise obligations from closing forward (royalties, ad fund, standards, lease) |
| Transferor | Pre-closing vendor invoices, tax liabilities, employee/warranty claims, pending litigation |
| Straddling | Pre-closing incidents reported post-closing stay with transferor; partial services prorated |
