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Retail, Franchising & Distribution


Archer & Angel’s franchising, distribution and retail team advises both domestic and international franchisors and retailers on a wide variety of legal issues affecting franchising arrangements, including structuring of franchise arrangements, preparation and negotiation of franchise agreements, advise on applicable Indian laws such as property laws, foreign investment and foreign exchange regulations, intellectual property, employment and tax. Our team also advises on distribution and agency arrangements and all aspects of foreign investment in retail and trading, intellectual property, including protection of trade marks, brand names, copyright and designs, management of portfolios and enforcement mechanisms. The firm also advises on franchise related disputes. Our attorneys are founding members of the International Franchise Lawyers Association (IFLA), a network of franchise specialists from across the globe. They are also members of ABA’s Franchise Forum and Indian Franchise Association.

The firm has acted for reputed global corporations and franchisors including Snap Fitness Inc., Ripley’s Entertainment Inc., Guinness World Records, Tom Ford, Vapiono Group, Converse Inc, Umbro, Pritikin, NYS Collection, Phat Licensing, LLC, Istituto Pirri, Eco Concepts, Inc., BreadTalk, Edible Arrangements, Intercontinental Hotels Group, Freshii, Aspire, Highstudy.com , Theobroma Chocolate Lounges,Just Falafel, Edible Arrangements, Inc. and Loon Tau Restaurants.

The practice leader, Srijoy Das, is recognized internationally as a leading franchise expert. He is one of only of a handful of Indian lawyers listed in the International Who’s Who of Franchise Lawyers for many years.

Some of the recent transactions our team has been involved with are outlined below:

  • Advised world’s leading fashion and apparel company on expansion to India, including negotiation of master franchise agreement, structuring of payments and advise on retail regulations.
  • Advised one of the world’s leading fitness company on compliance with various Indian regulations, and disputes with area developers in various parts of the country.
  • Advised the world’s largest chain of restaurants on setting up outlets across India, including due diligence on selected sites, negotiation and transaction closing for the outlets, advise on branding, regulatory approvals for functioning of the retail outlets.
  • Advised a Korean cosmetics company on its potential joint venture in the single brand retail sector, including advise on sector specific foreign investment regulations, preparation and negotiation of joint venture agreement, structuring of investments and application to the Government of India to obtain regulatory approval for investment into India.
  • Advised one of the market leaders on negotiations with Indian partner, entry options, structuring the transaction and tax related issues.
  • Advised world leader in organic deserts on various regulations relating to franchising in India, including regulations relating to royalty, reporting requirements, franchise disclosure laws, tax advise and structuring franchise agreement.
  • Advised a US frozen yogurt chain in expanding its operations into India, review of agreements, due diligence on Indian partner and advise on regulations in order to ensure maximum revenues can be generated to foreign franchisor.
  • Advised a diner-style American restaurant franchise on expanding its operations to India, including advise on foreign investment regulations, review of agreements and assistance with structuring of transaction.
  • Advised a Middle Eastern food company operating fast food outlets specializing in Middle Eastern cuisine in structuring its operations into India, including tax and regulatory issues, advising on packaging and labeling requirements in India and diligence on Indian franchisee.
  • Advised one of the world’s leading computer hardware distributors on establishment of operations in India, due diligence on prospective partners, drafting of master distribution and sub-distribution agreements and structuring of payments.
  • Advised a large UK based retailer on its potential retail operations in India, including foreign investment regulations, structuring of investments, employment laws, supplier contracts, competition laws relating to tie-in arrangements and non-life insurance regulations.
  • Advised a leading US healthcare recruitment corporation in its franchise arrangements with Indian franchisees, including due diligence, preparation and negotiation of franchise agreements, advise on intellectual property laws and issues relating to repatriation of funds.
  • Advised a Singaporean manufacturing healthy lifestyle products on laws applicable for setting up retail outlets in India and in drafting and negotiating franchise agreements for setting retail stores, including advise on applicable laws for repatriation of royalty, franchise fees and technical consultancy fees; real estate laws and intellectual property.
  • Advised a large US multinational apparel corporation on licensing part of its manufacturing operations to India and advise on various options available for distribution of products in India, including on foreign investment regulations, structuring of payments to ensure maximum revenue to parent company and negotiation with potential partner in India.
  • Acted for a franchisee operating a software training institute in negotiating a termination contract with one of India’s leading IT education companies, including issues relating to compensation, confidentiality, intellectual property and non-competition.
  • Advised a large worldwide service residence operator (with headquarters in the US) in appointing a master franchisee in India including advise on protection and enforcement of intellectual property rights and corporate name as well as regulations regarding repatriation and taxation of franchise and consultation fees.
  • Advised an East Asian management services corporation on structuring of its license arrangements within India, preparation of master license and sub-license agreements, structuring of payments from sub-licensees and master licensees to parent company, enforcement of intellectual property rights and exchange control regulations and procedures.
  • Advised a leading Indian company on acquisition of a franchise system and subsequent disposal of part of the system, including due diligence, deal structure and related documentation.
  • Advised one of India’s leading technical training institutions on various matters, including disputes with a competing organization relating to false advertising, competition law issues and marketing claims.
  • Advised a leading language training franchisor with 20 centers all over India on restructuring of its operations including revamping of offering circular and franchise agreements.
  • Represented an Indian Franchisee in negotiating a franchise agreement with one of the worlds’ leading restaurant franchisor having over 21,000 franchisees over 73 countries worldwide and advised on structuring of business and real estate matters.
  • Advised a leading Indian IT corporation in its franchise arrangement with German franchisor, including arbitration prior to termination of the franchise arrangement, advise on damages payable under Indian law, governing law issues and enforceability of certain provisions in India.
  • Advised a franchisor and franchisee in a dispute with students regarding granting of diplomas and negotiation of settlement through mediation.
  • Advised an European corporation in structuring its franchise operations in India and on regulations affecting the repatriations of royalties and franchise fees from India and licensing of its intellectual property to franchisees.
  • Advised an Indian distributor of consumer goods on a Master Distribution Agreement with its Taiwanese counterpart for distribution of its products in India, including appointment of channel partners for different territories within Northern India.
  • Advised a Singapore based company, leader in auto inkjet refill system, on applicable laws for repatriation of royalty, franchise fees and technical consultancy fees, arbitration laws and protection of intellectual property.
  • Advised one of the world’s largest tobacco companies on structuring of its distribution channels in India, including preparation and negotiation of agreements with distributors and advise on efficient tax structure.
  • Advised an US gymnasium and spa franchisor on expanding operations to India, including preparation and negotiation of Master Franchise Agreement and advise on repatriation of funds and real estate laws.
  • Advised one of the world’s most reputed entertainment companies on expansion into India, including negotiation of License Agreement for setting up unusual attractions and exhibits, protection of intellectual property, tax and real estate issues, corporate guarantees and obtaining Government approval for additional revenues sought.