When a License Becomes a Franchise: Hidden Risks in Contract Drafting
In this episode of The Upper Brand, hosts Rich Assmus and Kristine Young are joined by James Ferguson and Ana Leticia Allevato to discuss how IP licenses, distribution deals, and collaboration agreements can be recharacterized as franchise relationships under U.S. and Brazilian law. The conversation covers the FTC Franchise Rule's three-prong test, state-law variations, and common contractual provisions — such as mandated store layouts, operational oversight, and payment structures — that may inadvertently trigger franchise obligations. The panel also examines Brazil's Franchise Law and court decisions reclassifying trademark licenses as franchises. The episode concludes with practical drafting strategies for separating brand protection from operational control and recognizing when the most defensible path is to embrace a compliant franchise program.
Subscribe
Listen to more episodes of The Upper Brand.
The Upper Brand is also available on the following podcast services for your subscription convenience.
