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Deed Of Sale Of Franchise Template for Canada

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Key Requirements PROMPT example:

Deed Of Sale Of Franchise

"I need a Deed of Sale of Franchise for transferring my restaurant franchise location in Toronto to a new franchisee by March 2025, with specific provisions for equipment transfer and a 3-month training period for the incoming franchisee."

Document background
The Deed of Sale of Franchise is a crucial document used in Canadian franchise transactions when an existing franchisee wishes to sell their franchise business to a new operator. This comprehensive agreement ensures a legally compliant transfer of the franchise business while protecting the interests of all parties involved. It must comply with provincial franchise legislation, such as Ontario's Arthur Wishart Act, and federal regulations including competition and tax laws. The document typically includes detailed provisions for asset transfer, employee transitions, operational continuity, and franchisor requirements. It's particularly important as it bridges the existing franchise agreement with the new ownership structure, ensuring the franchise system's integrity is maintained throughout the transfer process.
Suggested Sections

1. Parties: Identification of the Seller (current franchisee), Buyer (new franchisee), and Franchisor

2. Background: Context of the sale, including current franchise agreement details and reason for transfer

3. Definitions: Defined terms used throughout the agreement

4. Purchase and Sale: Core transaction terms including assets being transferred and purchase price

5. Purchase Price and Payment: Detailed payment terms, including deposit, payment method, and timing

6. Conditions Precedent: Conditions that must be met before closing, including franchisor approval

7. Closing: Details of the closing process, timing, and deliverables

8. Seller's Representations and Warranties: Seller's guarantees regarding the franchise business

9. Buyer's Representations and Warranties: Buyer's guarantees regarding capability and resources

10. Franchisor Consent: Terms of franchisor's approval and any conditions

11. Transfer of Assets: Specific provisions for transfer of physical and intangible assets

12. Employee Matters: Treatment of existing employees and related liabilities

13. Transition Provisions: Terms for business handover and training

14. Indemnification: Mutual protection provisions for various risks and liabilities

15. Confidentiality: Protection of sensitive business information

16. Governing Law: Applicable law and jurisdiction

17. Execution: Signature blocks and attestation

Optional Sections

1. Non-Competition: Restrictions on seller's future business activities, if not covered in original franchise agreement

2. Third-Party Consents: Required when specific third-party approvals are needed beyond franchisor consent

3. Lease Assignment: When premises are leased and require landlord consent and assignment

4. Intellectual Property Assignment: When specific IP assets owned by seller need to be transferred

5. Financing Provisions: When buyer is utilizing seller or third-party financing

6. Training and Support: When seller agrees to provide additional training beyond standard requirements

7. Dispute Resolution: Alternative dispute resolution mechanisms if preferred over standard litigation

8. Post-Closing Adjustments: When certain financial elements need post-closing reconciliation

Suggested Schedules

1. Schedule A - Assets Inventory: Detailed list of all physical assets included in the sale

2. Schedule B - Excluded Assets: List of assets specifically excluded from the sale

3. Schedule C - Financial Statements: Recent financial statements of the franchise business

4. Schedule D - Contracts and Agreements: List of all contracts being assigned or assumed

5. Schedule E - Employee Information: Details of employees, positions, and employment terms

6. Schedule F - Lease Details: Copy or summary of premises lease terms

7. Schedule G - Purchase Price Allocation: Breakdown of purchase price across asset categories

8. Appendix 1 - Franchisor Consent Form: Standard form of franchisor approval

9. Appendix 2 - Bill of Sale: Form for transferring ownership of tangible assets

10. Appendix 3 - Transfer Documents: Forms for transferring specific assets or agreements

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions

















































Clauses














































Relevant Industries

Food and Beverage

Retail

Hospitality

Automotive

Health and Fitness

Education and Training

Professional Services

Home Services

Beauty and Personal Care

Quick Service Restaurants

Real Estate

Healthcare Services

Relevant Teams

Legal

Finance

Operations

Compliance

Business Development

Risk Management

Property Management

Due Diligence

Commercial

Franchise Relations

Corporate Development

Relevant Roles

Franchise Development Manager

Business Development Director

Legal Counsel

Franchise Operations Manager

Chief Financial Officer

Business Transfer Specialist

Compliance Officer

Franchise Sales Director

Due Diligence Manager

Commercial Property Manager

Business Broker

Franchise Relations Manager

Corporate Development Executive

Risk Management Officer

Industries








Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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