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Franchises:

Contractual, Intellectual Property and Competition

The franchise agreement -generally considered atypical in most legal systems around the world- is defined as the agreement by which one party (the franchisor) grants another party (the franchisee) the right to operate a business under the franchisor’s distinctive sign and according to the conditions established by the franchisor. This is in exchange for financial compensation and the commitment to adhere to the parameters set by the franchisor.
This type of contract, which may seem simple at first glance, is in fact one of the areas of commercial law that presents the greatest complexity, particularly from the perspectives of competition law and intellectual property law. Indeed, from the standpoint of intellectual property (both industrial property and copyright), a franchise implies the franchisee's use of the franchisor’s trademarks, inventions, and copyrights—creating a set of obligations that must be carefully observed in order to respect and support the protection of the franchisor's rights. At the same time, from the perspective of competition law (both free and fair competition), franchising requires strict compliance with antitrust regulations and rules against unfair competition. On one hand, it involves evaluating distribution agreements, tying arrangements, refusals to deal, resale price maintenance, and practices that undermine intra-brand competition. On the other hand, it requires respecting product trade dress and trade secrets, as well as avoiding behavior that exploits another’s reputation.
As can be seen, franchising is one of the contractual arrangements that most clearly highlights the so-called “interface” between competition law and intellectual property.

General Information

Area(s)

    Competition, Trademarks/Distinctive Signs, Patents/Inventions, Copyrights, Trade Dress and Industrial Designs,

Coordinators

  • Luis José Diez Canseco Núñez
  • Gonzalo Barreda Magill
  • Omar Alvarado
  • Daniel Riley Troncoso

Evaluation System

Teaching hours

12

Class duration

2 hrs.

Number of modules

6

Period

September 04 to October 09, 2025 (Thursdays only)

Quotas

CLOSED

Schedule

4:00 to 6:00 pm (Lima, Bogota, Quito time)

Platform

Zoom

Zoom

Language

Spanish

English (translation)

Objectives

The course has the following main objectives:

To provide a general overview of franchise agreements: their origin, nature,  development, and components.
To shed light on the contractual and tax aspects arising from franchise agreements.
This will be achieved through the analysis of a contract.
To explain the intellectual property aspects present in franchise agreements.
To explain the issues related to competition law and the concerns raised by franchise agreements, including free and unfair competition.
To provide an overview of the various types of franchise agreements and how they are negotiated both nationally and internationally.
To present successful examples and practical experiences with franchise agreements from the perspectives of (1) the franchisor and (2) the franchisee.

The course will be highly practical, meaning that the speakers will present attendees with examples of franchise agreements,
their challenges, and solutions. Likewise, they will provide  guidance on how to avoid non-compliance with competition regulations.

By the end of the course, participants will have in-depth knowledge of the various facets of franchise agreements,  as well as the competition law and intellectual property aspects  involved.

Investment

Member

US$ 50

Non member

US$ 400

Non members with partners in ASIPI

US$ 100

Student

US$ 50

Content

Module 1

Franchise agreements

  • Origins of franchise agreements.
  • Business scope and advantages for the parties.
  • Franchising as a business integration technique.
  • Types of franchises.
  • Personal and real elements of the franchise agreement.
  • The principle of collaboration.
  • Nature of the agreement: a) distributive, b) intellectual property, c) complex contract.
  • Adhesion contract.
  • Collaboration contract.

Luis José Diez Canseco Núñez

Speaker

(Peru)

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Thursday, September 4, 2025

Module 2

Contractual and tax issues arising from franchise agreements. Contract Analysis

  • Clauses related to the geographical area of the activity.
  • Clauses related to intellectual property aspects.
  • Clauses related to the commercial premises (with emphasis on trade dress).
  • Clauses related to the products.
  • Clauses related to technical and commercial assistance (including professional selection and training) and advertising activity.
  • Clauses related to accounting, administrative and tax management.
  • Clauses related to the entry fee and royalties.
  • Clauses related to duration and termination.
  • Compensation for acquired clientele.
  • Clauses related to the control of the franchisee's activity.

María Rosa Fabara

Speaker

(Ecuador)

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Thursday, September 11, 2025

Module 3

Intellectual property aspects in franchise agreements

  • Clauses relating to the trademark and goodwill license.
  • Clauses relating to trade dress license. 
  • Clauses relating to the assignment of know-how. 
  • Analysis of how know-how is shared and how its use is limited in different types of franchises. Would there be differences in the application of these clauses in franchises linked to new businesses and in franchises related to the exercise of a profession or trade?
  • Clauses relating to business secrets.
  • Authorization of the use of trademarks in domain names.
  • Use of trademark by the franchisee in advertising, including social media.
  • Franchisee's responsibilities for trademark use in advertising.
  • Brand reputation: How does franchising affect brand reputation? What control should be taken? 

José Roberto Romero

Speaker

(El Salvador)

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Thursday, September 18, 2025

Module 4

Competition law and red flags arising from franchise agreements

  • Market segmentation and distribution. Territorial protection clauses.
  • Franchise agreements between competitors.
  • Tied sales.
  • Refusals to contract (justified and unjustified).
  • Resale price fixing.
  • Clauses relating to exclusive sourcing and supply relationships.
  • No Poach clauses.
  • Clauses relating to non-competition agreements.
  • Non-affectation of trade dress.
  • Protection of trade secrets and know-how.
  • Relations with former employees.

Omar Alvarado Escobar

Speaker

(Peru)

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Thursday, September 25, 2025

Module 5

Overview of the various types of franchise agreements, how they are negotiated nationally and internationally, and the main issues that arise during the development of the contract.

  • Particularities in negotiating franchise agreements. Is there really room for negotiation?
  • Territoriality and exclusivity in franchise agreements.
  • Analysis of how contracts authorizing sub-franchises are negotiated. In contracts with a Master Franchisee Holding, with exclusivity in a given territory, who is authorized to grant subfranchises. What should the trademark owner do to control how subfranchises are negotiated?
  • The trademark in the franchise agreements: Is trademark registration necessary? A comparative analysis across different jurisdictions.
  • Risks and liabilities in franchise agreements.
  • Analysis of real litigation arising from franchise agreements.

Ricardo Antequera

Speaker

(Venezuela)

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Thursday, October 2, 2025

Module 6

Franchises: Contractual Analysis, Intellectual Property, and Competition

From a practical perspective, the course will present successful experiences of the parties involved in franchise agreements. On one hand, it will explore how franchises are created, developed, consolidated, and supervised. On the other hand, it will address the reasons why a company or entrepreneur chooses to carry out economic activities through this type of contract, as well as how they implement this kind of project.

Leonardo Paixão

Speaker

(Brazil)

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Fernando López de Castilla

Speaker

(United States of America)

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Thursday, October 9, 2025

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