Spadea Lignana’s CORE Program
We strive to efficiently serve our clients in a way that keeps our interests aligned. Our goal is for a long term sustainable relationship. We want to be thought of as a trusted advisor and key member of your professional team. We believe that hourly billing, although necessary in certain circumstances like complex M&A deals and litigation, can weigh on the relationship between client and attorney. By coming up with a fair flat monthly fee, the uncomfortable negotiating of whether or not a 6 minute increment in your bill for replying to an email was legitimate goes away. If we do a lot of work for you in any given year, it means you are growing which is good for us as well in the long run.
1. Franchise Agreement and Multi Unit Agreement
We will update, with your input, your Franchise Agreement and Multi Unit Agreement, initially and on an ongoing basis. These agreements will incorporate concepts and themes based upon a comprehensive review of your business and any recent developments in franchise law. In addition, we will review all franchise marketing brochures for compliance with relevant laws and regulations.
2. Franchise Disclosure Document
We will update, with your input, the Franchise Disclosure Document (“FDD”). This document will contain required information arranged in the format compliant with the Federal Trade Commission and all franchise registration states and all franchise filing states and created in a way that will make it a marketing device as well. The franchise registration states are New York, Rhode Island, Virginia, Maryland, Minnesota, Illinois, Wisconsin, Connecticut, North Dakota, South Dakota, Indiana, California, Washington, and Hawaii.
3. Ongoing Services
The franchise legal landscape in the U.S. is constantly changing at both the state and federal level. The Federal Trade Commission, as well as the various registration states requires that Franchisors update their FDD and their FDD registrations on an annual basis. Franchisors are also required to update their FDD and FDD registrations anytime there is a material change to the FDD. As Franchisors grow and develop it is completely normal that their FDD will require updating on a very frequent basis. Failure to maintain proper FDD disclosures and registrations subjects Franchisors to the risk of expensive penalties, as well as the risk of not being allowed to do business in a state where a violation has occurred. Moreover, franchise laws are continually being proposed and/or amended on both the state and federal levels. In an effort to provide comprehensive, on-going representation designed to maintain proper FDD registration compliance, minimize the many litigation risks inherent in selling franchises and build value in the Company, the firm will provide the following services on an ongoing basis for as long as the Company is a client:
Provide on-going strategic legal and business advice regarding issues of franchising such as franchise sales, operations, intellectual property protection, as well as administrative policies, and best practices & procedures designed to minimize litigation risks and create value for the business. Such support shall be unlimited, not billed by the hour, and conducted via telephone consultations, e-mail consultations, and face-to-face consultations, when necessary;
- Create a custom interactive, constantly updated online map that will show which states the client is allowed to sell franchises in and when the state registrations will expire;
- The custom map will also be the keeper of the Client’s FDD, state specific if necessary, to allow candidates to be disclosed properly without any question they received the correct FDD;
- Prepare and submit updates to state FDD registrations annually or more frequently as material changes occur, on an as needed basis;
- Prepare updates or modifications to the FDD document based on changes in state or federal law, or based upon changes in the Company’s business;
- Prepare updates or modifications to the Franchise Agreement and ancillary agreement(s) based on changes in state or federal law, or based upon changes in the Company’s business;
- Have periodic consultations with the Company’s leadership team to discuss, strategic franchise legal and business strategies;
- Train and continually advise the Company’s franchise sales staff on best practices and procedures in an effort minimize litigation risks and maximize sales efficiencies;
- Review franchise marketing materials to minimize potential litigation risks and other liabilities;
- Submit franchise marketing materials for review and approval in the certain registration states, which require such submissions and generally ensure compliance with all state franchise marketing laws.
- Negotiate with attorneys representing prospective franchisees and prepare the necessary documentation for all new Franchise Agreements;
- Continuously review state, federal, and international laws governing franchising or related fields (anti-trust, contract, intellectual property, registration, etc.), with an eye toward understanding the impact on your franchise business;
- Continuously review legal decisions pertaining to franchising or related fields, with an eye toward understanding the impact on your franchise business; and
- Create and maintain an electronic file for all new Franchise Agreements and franchisee files.
You will be billed a fixed monthly fee based on your projected annual activity. This fee does not cover intellectual property matters, trademarks, litigation, real estate, corporate matters or international transactions, which will be billed separately. We will re-evaluate the monthly fee annually based on your growth, past experience and projected activity.