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PLAYBOOK TEMPLATES

Franchise Agreement

A Franchise Agreement defines the relationship between a franchisor and franchisee, setting the terms for brand use, operations, and ongoing support. This playbook outlines key negotiation strategies, performance obligations, and critical clauses to protect both parties’ long-term interests.

Force Majeure

Why This Matters: A well-drafted force majeure clause allocates risk for events beyond control, prevents unintended defaults, and maintains fairness between parties during crises. It ensures business continuity planning.

Negotiation strategy

If you're the Franchisor:

Ensure the clause includes a comprehensive list of force majeure events and clear notice requirements. Advocate for reasonable duration limits on suspension of performance.

If you're the Franchisee:

Negotiate for a broad definition of force majeure events and ensure obligations for mitigation are clearly defined. Seek flexibility in notification timelines.

Essential elements

1

Event List

Specific events covered.
2

Notice Requirement

Timeframe for notifying other party.
3

Mitigation Obligation

Steps to reduce impact.

Action framework

ACCEPT

Propose edits if the clause lacks specific events or clear notice requirements.

EDIT

Reject if the clause unfairly allocates risk or lacks mitigation obligations.

ADD

Add if missing to prevent unintended defaults during unforeseen events.

PRO TIP

Always align the force majeure clause with your company's risk management policies.

Example clauses

FAVORABLE

Preferred Force Majeure Clause

"Neither party shall be liable for any failure to perform its obligations under this agreement if such failure is caused by an event beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, pandemics, government actions, or labor strikes. The affected party must notify the other party within [X] days of the occurrence and take all reasonable steps to mitigate the effects. Performance shall be suspended for a period not exceeding [Y] days."
NEUTRAL

Fallback Force Majeure Clause

"In the event of unforeseen circumstances beyond the control of either party, such as natural disasters or government mandates, the affected party shall notify the other party promptly and may suspend performance for a reasonable period."
UNFAVORABLE

Inadequate Force Majeure Clause

"The parties may suspend obligations due to unforeseen events without specific notice or mitigation requirements."

Fallbacks

High-Risk Projects

In high-risk projects, ensure the clause includes detailed mitigation plans and extended notification periods to manage potential disruptions effectively.

International Contracts

For international contracts, consider jurisdiction-specific force majeure laws and adjust the clause to ensure compliance and enforceability.

Supply Chain Agreements

In supply chain agreements, include specific events like transportation strikes and port closures to address common disruptions.
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