Franchise contracts are generally free and can include a wide variety of clauses, depending on the countries in which they are concluded, since national regulations may vary. However, and even though there are different regulations in different countries that will be necessary to consult, these are some of the conditions that tend to appear most frequently in these types of contracts:

Although the franchise is a contractual commercial relationship between the franchisor and the franchisee, it must be based on mutual trust, since someone puts all their physical and intellectual effort and part of their savings to manage the business as their own, and the owner of the brand provides invaluable support of marketing, training and management experience, as well as has resolved the best way to equip a premises and in many cases access to own financing or through third parties.

In the European Union, EC Regulation 2790/1999[3]​ allows the assignment of exclusivity zones in which the franchisor is obliged to open or allow the opening of new units of the system, and the franchisee may be obliged not to make active sales in territories that have been assigned to other franchisees or reserved to be exploited by the franchisor itself. The acquisition of clients (active sales) in these territories would therefore be restricted if this had been agreed in your contract and when the areas where you sought them were already assigned.

Argentina

Although there were some very specific cases previously, the presence of franchises in Argentina and its subsequent rise as one of the most effective commercial expansion systems occurred with the return to democracy in 1983.

In terms of the number of franchises with a presence in the territory, Argentina is the third country in the region behind Brazil and Mexico.[4]​

However, it is the leading exporter of franchises in Latin America, with a total of 113 brands spread across 56 countries, followed by Brazil with 91 and Mexico with 83.[5]​.

The Civil and Commercial Code of the Nation "Código Civil y Comercial de la Nación (Argentina)") regulates the franchise contract between articles 1512 and 1524, starting with its concept:.

Three classes are distinguished, depending on the diversity of the business:[7][8]​.

AAMF: Argentine Association of Brands and Franchises.

USA

There are more than 5,000 franchise brands[9]​ and 795,000 locations[10]​ throughout the United States. Acquiring and investing in a franchise in the United States is a trend that has been repeated very strongly over the years. Especially for Latinos who want to immigrate to US soil safely and legally.

It is probably the most famous and largest fast food brand in the world. He started in business in 1940 when the McDonald brothers opened a small restaurant in San Bernardino, California. They already have more than 31,230 franchises in more than 120 countries.

The total investment necessary to start operating a traditional McDonald's franchise ranges between $1,013,000 to $2,185,000. This includes an initial franchise fee of $45,000.00 that must be paid to the franchisor. Because the total cost varies from restaurant to restaurant, the minimum down payment amount also varies.

Although McDonald's is one of the most famous fast food chains in the world, Subway is a very cheap family sandwich company. It began its business in 1965, in Connecticut, United States.

Subway is a profitable restaurant with more than 44,000 franchises worldwide since 1974.

Initial Investment for traditional locations has an estimated Total Cost – $147,050 to $320,700.[11]​.

Spain

The origins of the franchise in Spain date back to the early 1960s when companies of French origin, such as Pingouin Esmeralda, Descamps or Rodier, introduced their chains of wool stores for needlework, home clothing and fashion, respectively. At the same time, in the middle of the decade, some Spanish companies, such as Santiveri or Pronovias, also consolidated their own store chains. A little later, in the mid-70s, the franchise received a new boost with the arrival of a second wave of European franchises and the implementation in Spain of important brands of North American origin, such as Burger King and McDonald's.

While in 1970 there were only 19 franchise chains in operation, in 1980 there were already 47 brands operating in the country and from that moment on there was an accelerated progression that in a few years raised the figure to 77 franchises in 1985. It is in the second half of the eighties when the multiple and progressive consolidation of franchise business chains is promoted in a definitive way, until reaching 195 franchisors in the year. 1990.

It can be said without a doubt that it was in the early 90s when the franchise in Spain reached its first stage of maturity, reaching, both qualitatively and quantitatively, similar parameters to those of other countries in the European area.

To reach this situation, the holding of the first fairs dedicated to the franchise, such as Expocomerç in Lérida in 1985, Equipal in Barcelona in 1985, Expocomercio in Madrid in 1986 and, of course, the first monographic fair of the franchise that was held in Spain, organized by the Bilbao Fair, under the name Franquicia'87, contributed greatly to this situation. No less important was the celebration in 1986 of the IV European Franchise Meetings, organized by the Valencia Chamber of Commerce and which would become the embryo of the birth of the Valencia International Franchise Show (SIF).

Likewise, the appearance of different specialized media in the franchise sector contributed to popularizing and expanding knowledge about this business creation system. Specialized publications that emerged at that time were the Spanish Yearbook of Franchising and Associated Commerce (1986), Apuntes de Franchising (1988), Let's Talk about Franchise (1988) or Franchise and Business (1988).

Since then, the franchise has not stopped growing. In 1995 the list of active franchisors rose to 281 with a total of 24,500 establishments -6,000 owned and 18,500 franchised- and by the year 2000 there were already 541 franchises that grouped 27,800 establishments -7,700 owned and 20,100 franchised-. At the beginning of 2010, it was estimated that there were around 900 franchises in the market, with a total of 52,000 establishments, of which 16,000 were self-managed and 36,000 were franchised.

The legal definition of franchising activity in Spain[12]​ is that which is carried out by virtue of the contract by which one company, the franchisor, transfers to another, the franchisee, in a specific market, in exchange for direct or indirect financial consideration or both, the right to operate a franchise, on a business or commercial activity that the former has previously developed with sufficient experience and success, to market certain types of products or services and which includes, at least:[13]​.

A master franchise agreement or master franchise agreement will be understood as one by which one company, the franchisor, grants the other, the master franchisee, in exchange for direct or indirect financial compensation or both, the right to operate a franchise for the purpose of concluding franchise agreements with third parties, the franchisees, in accordance with the system defined by the franchisor, with the master franchisee assuming the role of franchisor in a given market.

It will not necessarily be considered a franchise, the commercial concession or exclusive distribution contract, by which a businessman undertakes to acquire, under certain conditions, normally branded products, from another who grants him a certain exclusivity in an area, and to resell them also under certain conditions, as well as to provide the buyers of these products with assistance once the sale has been made.

Nor will any of the following legal relationships be considered a franchise:

In accordance with the regulations in force in Spain,[15]​ the franchisor or main franchisee must give the potential franchisee in writing the following truthful and non-misleading information at least twenty business days in advance of the signing of the franchise contract or pre-contract or the delivery by the future franchisee to the franchisor of any payment:

a) Identification data of the franchisor: name or company name, address and registration data in the registry of franchisors, as well as, in the case of a commercial company, share capital included in the latest balance sheet, stating whether it has been fully paid up or in what proportion and registration data in the Commercial Registry, when applicable.

In the case of foreign franchisors, in addition, the registration data in the franchisor registries to which they are obliged, in accordance with the laws of their country or State of origin. If it is a main franchisee, the previous circumstances regarding its own franchisor will also be included.

b) Proof of having been granted for Spain, and in force, the title of ownership or license to use the brand and distinctive signs of the franchising entity, and of any legal appeals filed that may affect the ownership or use of the brand, if any, with expression, in any case, of the duration of the license.

c) General description of the sector of activity that is the subject of the franchise business, which will cover the most important data of that sector.

d) Experience of the franchising company, which will include, among other data, the date of creation of the company, the main stages of its evolution and the development of the franchise network.

e) Content and characteristics of the franchise and its operation, which will include a general explanation of the business system that is the subject of the franchise, the characteristics of the know-how and the permanent commercial or technical assistance that the franchisor will provide to its franchisees, as well as an estimate of the investments and expenses necessary for the start-up of a typical business. In the event that the franchisor provides the potential individual franchisee with forecasts of sales figures or operating results of the business, these must be based on experiences or studies that are sufficiently substantiated.

f) Structure and extension of the network in Spain, which will include the form of organization of the franchise network and the number of establishments established in Spain, distinguishing those operated directly by the franchisor from those that operate under the franchise transfer regime, with an indication of the population in which they are located and the number of franchisees that have ceased to belong to the network in Spain in the last two years, with an expression of whether the cessation occurred due to expiration of the contractual term or due to other causes of extinction.

g) Essential elements of the franchise agreement, which will include the rights and obligations of the respective parties, duration of the contract, conditions of termination and, where appropriate, renewal thereof, economic considerations, exclusive agreements, and limitations on the free availability of the franchisee of the business subject to the franchise.[16]​.

The franchisor may demand from the potential franchisee a duty of confidentiality of all pre-contractual information that it receives or will receive from the franchisor.[17]​.

Those who intend to carry out the franchising activity in Spain must communicate their data, within a period of 3 months from the start of the activity, to the regional or central registry of franchisors, for information purposes.

Communication to the registry of franchisors does not condition the start of the activity, but failure to do so within the indicated period will entail the corresponding sanction.

Franchisors established in other Member States of the European Union that operate under a free provision regime, without permanent establishment in Spain, are exempt from this obligation. In this case, the only obligation will be to communicate the beginning of its activities in Spain.[18]​[19]​.

Different franchise fairs and shows have been held annually in Spain since the first edition of the International Franchise Show was held in Valencia in 1989.

The most important in terms of number of visitors, exhibitors and square meters are: the SIF&Co, International Franchise, Business Opportunities and Associated Trade Fair of Feria Valencia; Expofranquicia, organized by IFEMA; FranquiAtlántico and BNF Hall at Fira Barcelona. The latter in the 2010 edition was renamed Hall E.

Mexico

The legal definition of "franchise" in Mexico is made in article 142 of the Industrial Property Law,[20]​ in which in its first paragraph it mentions that "a franchise will exist, when with the license to use a trademark, granted in writing, technical knowledge is transmitted or technical assistance is provided, so that the person to whom it is granted can produce or sell goods or provide services in a uniform manner and with the operational, commercial and administrative methods established by the owner of the trademark, aimed at maintaining the quality, prestige and image of the products or services that it distinguishes».

Although the law is simple, it implies that there must be a trademark in the process of registration or already registered that can be licensed to third parties, that knowledge related to the operation of the business be transmitted, that technical assistance be provided to the franchisee, that the same processes as those used by the owner of the trademark be used so that it and its products and/or services enjoy prestige and quality.

In complementary parts of the aforementioned law, the need to have a written contract is also stipulated, to present the respective information to the status of the company 30 days prior to signing the contract (a document that in practice is known as Franchise Offer Circular or COF), among other stipulations.

The Franchise Offer Circular and the franchise contract must mention specific information about the franchised business model.[21]​.

Some examples of franchises are: Farmacias del Ahorro, Steren, La michoacana, Dormimundo, Punta del cielo, Mazatlán FC, among others.

FRANCHISE AGREEMENT IN COLOMBIA

In Colombia, the franchise contract is considered an atypical contract, since it is not expressly regulated in current legislation. This means that there is no specific regulation that structures it, therefore, its validity, interpretation and execution are governed by the general principles of contract law established in the Colombian Civil Code and the Commercial Code. Despite its atypical nature, franchising has acquired great practical relevance in the commercial field, especially in sectors such as food, fashion, education and services.[22]​.

The franchise contract is based on the essential elements of the contract established in article 1502 of the Colombian Civil Code, which requires legal capacity, consent free of defects, lawful object and lawful cause for the existence of the contract.[23]​.

Furthermore, it is interpreted and executed in accordance with the principles of good faith, contemplated in article 1603 of the Colombian Civil Code[24]​ and the autonomy of the will found in article 1602 of the same code,[25]​ being fundamental in commercial contracts.

Although it is not expressly regulated, there are relevant complementary regulations, such as Decision 486 of 2000 of the Andean Community, on industrial property, and regulations on unfair competition and abusive clauses in contracting.

In Colombian legal and commercial practice, the franchise contract has certain common elements:

The Superintendency of Industry and Commerce has highlighted the importance of adequately regulating these contractual elements to prevent abuses and guarantee legal security for both parties.[26]​.

According to doctrinal and practical criteria, franchises can be classified as follows:

This classification allows us to understand the diversity of legal relationships that can arise under the franchise modality.[27]​.

Despite the existing ambiguity regarding the issue, jurisprudence has managed to have a handle on what is related to franchises, creating the Colombian Chamber of Franchises ColFranquicias, in order to favor the study of this. Along with this, regulatory parameters on the matter given by the Ministry of Commerce have been created.

The essential aspects that a franchise contract should contain are:

It must be taken into account that a major factor that influences franchising in Colombia is industrial property, which is manifested through the trademark use license, where the franchisor grants the franchisee the right to use its registered trademark.[26]​.

This must be registered with the Superintendency of Industry and Commerce (SIC), in which it is recommended to include clauses on the appropriate use of the brand and avoid improper use, in addition to defining conflict resolution mechanisms in case the protected assets are misused.

Franchise contracts are generally free and can include a wide variety of clauses, depending on the countries in which they are concluded, since national regulations may vary. However, and even though there are different regulations in different countries that will be necessary to consult, these are some of the conditions that tend to appear most frequently in these types of contracts:

Although the franchise is a contractual commercial relationship between the franchisor and the franchisee, it must be based on mutual trust, since someone puts all their physical and intellectual effort and part of their savings to manage the business as their own, and the owner of the brand provides invaluable support of marketing, training and management experience, as well as has resolved the best way to equip a premises and in many cases access to own financing or through third parties.

In the European Union, EC Regulation 2790/1999[3]​ allows the assignment of exclusivity zones in which the franchisor is obliged to open or allow the opening of new units of the system, and the franchisee may be obliged not to make active sales in territories that have been assigned to other franchisees or reserved to be exploited by the franchisor itself. The acquisition of clients (active sales) in these territories would therefore be restricted if this had been agreed in your contract and when the areas where you sought them were already assigned.

Argentina

Although there were some very specific cases previously, the presence of franchises in Argentina and its subsequent rise as one of the most effective commercial expansion systems occurred with the return to democracy in 1983.

In terms of the number of franchises with a presence in the territory, Argentina is the third country in the region behind Brazil and Mexico.[4]​

However, it is the leading exporter of franchises in Latin America, with a total of 113 brands spread across 56 countries, followed by Brazil with 91 and Mexico with 83.[5]​.

The Civil and Commercial Code of the Nation "Código Civil y Comercial de la Nación (Argentina)") regulates the franchise contract between articles 1512 and 1524, starting with its concept:.

Three classes are distinguished, depending on the diversity of the business:[7][8]​.

AAMF: Argentine Association of Brands and Franchises.

USA

There are more than 5,000 franchise brands[9]​ and 795,000 locations[10]​ throughout the United States. Acquiring and investing in a franchise in the United States is a trend that has been repeated very strongly over the years. Especially for Latinos who want to immigrate to US soil safely and legally.

It is probably the most famous and largest fast food brand in the world. He started in business in 1940 when the McDonald brothers opened a small restaurant in San Bernardino, California. They already have more than 31,230 franchises in more than 120 countries.

The total investment necessary to start operating a traditional McDonald's franchise ranges between $1,013,000 to $2,185,000. This includes an initial franchise fee of $45,000.00 that must be paid to the franchisor. Because the total cost varies from restaurant to restaurant, the minimum down payment amount also varies.

Although McDonald's is one of the most famous fast food chains in the world, Subway is a very cheap family sandwich company. It began its business in 1965, in Connecticut, United States.

Subway is a profitable restaurant with more than 44,000 franchises worldwide since 1974.

Initial Investment for traditional locations has an estimated Total Cost – $147,050 to $320,700.[11]​.

Spain

The origins of the franchise in Spain date back to the early 1960s when companies of French origin, such as Pingouin Esmeralda, Descamps or Rodier, introduced their chains of wool stores for needlework, home clothing and fashion, respectively. At the same time, in the middle of the decade, some Spanish companies, such as Santiveri or Pronovias, also consolidated their own store chains. A little later, in the mid-70s, the franchise received a new boost with the arrival of a second wave of European franchises and the implementation in Spain of important brands of North American origin, such as Burger King and McDonald's.

While in 1970 there were only 19 franchise chains in operation, in 1980 there were already 47 brands operating in the country and from that moment on there was an accelerated progression that in a few years raised the figure to 77 franchises in 1985. It is in the second half of the eighties when the multiple and progressive consolidation of franchise business chains is promoted in a definitive way, until reaching 195 franchisors in the year. 1990.

It can be said without a doubt that it was in the early 90s when the franchise in Spain reached its first stage of maturity, reaching, both qualitatively and quantitatively, similar parameters to those of other countries in the European area.

To reach this situation, the holding of the first fairs dedicated to the franchise, such as Expocomerç in Lérida in 1985, Equipal in Barcelona in 1985, Expocomercio in Madrid in 1986 and, of course, the first monographic fair of the franchise that was held in Spain, organized by the Bilbao Fair, under the name Franquicia'87, contributed greatly to this situation. No less important was the celebration in 1986 of the IV European Franchise Meetings, organized by the Valencia Chamber of Commerce and which would become the embryo of the birth of the Valencia International Franchise Show (SIF).

Likewise, the appearance of different specialized media in the franchise sector contributed to popularizing and expanding knowledge about this business creation system. Specialized publications that emerged at that time were the Spanish Yearbook of Franchising and Associated Commerce (1986), Apuntes de Franchising (1988), Let's Talk about Franchise (1988) or Franchise and Business (1988).

Since then, the franchise has not stopped growing. In 1995 the list of active franchisors rose to 281 with a total of 24,500 establishments -6,000 owned and 18,500 franchised- and by the year 2000 there were already 541 franchises that grouped 27,800 establishments -7,700 owned and 20,100 franchised-. At the beginning of 2010, it was estimated that there were around 900 franchises in the market, with a total of 52,000 establishments, of which 16,000 were self-managed and 36,000 were franchised.

The legal definition of franchising activity in Spain[12]​ is that which is carried out by virtue of the contract by which one company, the franchisor, transfers to another, the franchisee, in a specific market, in exchange for direct or indirect financial consideration or both, the right to operate a franchise, on a business or commercial activity that the former has previously developed with sufficient experience and success, to market certain types of products or services and which includes, at least:[13]​.

A master franchise agreement or master franchise agreement will be understood as one by which one company, the franchisor, grants the other, the master franchisee, in exchange for direct or indirect financial compensation or both, the right to operate a franchise for the purpose of concluding franchise agreements with third parties, the franchisees, in accordance with the system defined by the franchisor, with the master franchisee assuming the role of franchisor in a given market.

It will not necessarily be considered a franchise, the commercial concession or exclusive distribution contract, by which a businessman undertakes to acquire, under certain conditions, normally branded products, from another who grants him a certain exclusivity in an area, and to resell them also under certain conditions, as well as to provide the buyers of these products with assistance once the sale has been made.

Nor will any of the following legal relationships be considered a franchise:

In accordance with the regulations in force in Spain,[15]​ the franchisor or main franchisee must give the potential franchisee in writing the following truthful and non-misleading information at least twenty business days in advance of the signing of the franchise contract or pre-contract or the delivery by the future franchisee to the franchisor of any payment:

a) Identification data of the franchisor: name or company name, address and registration data in the registry of franchisors, as well as, in the case of a commercial company, share capital included in the latest balance sheet, stating whether it has been fully paid up or in what proportion and registration data in the Commercial Registry, when applicable.

In the case of foreign franchisors, in addition, the registration data in the franchisor registries to which they are obliged, in accordance with the laws of their country or State of origin. If it is a main franchisee, the previous circumstances regarding its own franchisor will also be included.

b) Proof of having been granted for Spain, and in force, the title of ownership or license to use the brand and distinctive signs of the franchising entity, and of any legal appeals filed that may affect the ownership or use of the brand, if any, with expression, in any case, of the duration of the license.

c) General description of the sector of activity that is the subject of the franchise business, which will cover the most important data of that sector.

d) Experience of the franchising company, which will include, among other data, the date of creation of the company, the main stages of its evolution and the development of the franchise network.

e) Content and characteristics of the franchise and its operation, which will include a general explanation of the business system that is the subject of the franchise, the characteristics of the know-how and the permanent commercial or technical assistance that the franchisor will provide to its franchisees, as well as an estimate of the investments and expenses necessary for the start-up of a typical business. In the event that the franchisor provides the potential individual franchisee with forecasts of sales figures or operating results of the business, these must be based on experiences or studies that are sufficiently substantiated.

f) Structure and extension of the network in Spain, which will include the form of organization of the franchise network and the number of establishments established in Spain, distinguishing those operated directly by the franchisor from those that operate under the franchise transfer regime, with an indication of the population in which they are located and the number of franchisees that have ceased to belong to the network in Spain in the last two years, with an expression of whether the cessation occurred due to expiration of the contractual term or due to other causes of extinction.

g) Essential elements of the franchise agreement, which will include the rights and obligations of the respective parties, duration of the contract, conditions of termination and, where appropriate, renewal thereof, economic considerations, exclusive agreements, and limitations on the free availability of the franchisee of the business subject to the franchise.[16]​.

The franchisor may demand from the potential franchisee a duty of confidentiality of all pre-contractual information that it receives or will receive from the franchisor.[17]​.

Those who intend to carry out the franchising activity in Spain must communicate their data, within a period of 3 months from the start of the activity, to the regional or central registry of franchisors, for information purposes.

Communication to the registry of franchisors does not condition the start of the activity, but failure to do so within the indicated period will entail the corresponding sanction.

Franchisors established in other Member States of the European Union that operate under a free provision regime, without permanent establishment in Spain, are exempt from this obligation. In this case, the only obligation will be to communicate the beginning of its activities in Spain.[18]​[19]​.

Different franchise fairs and shows have been held annually in Spain since the first edition of the International Franchise Show was held in Valencia in 1989.

The most important in terms of number of visitors, exhibitors and square meters are: the SIF&Co, International Franchise, Business Opportunities and Associated Trade Fair of Feria Valencia; Expofranquicia, organized by IFEMA; FranquiAtlántico and BNF Hall at Fira Barcelona. The latter in the 2010 edition was renamed Hall E.

Mexico

The legal definition of "franchise" in Mexico is made in article 142 of the Industrial Property Law,[20]​ in which in its first paragraph it mentions that "a franchise will exist, when with the license to use a trademark, granted in writing, technical knowledge is transmitted or technical assistance is provided, so that the person to whom it is granted can produce or sell goods or provide services in a uniform manner and with the operational, commercial and administrative methods established by the owner of the trademark, aimed at maintaining the quality, prestige and image of the products or services that it distinguishes».

Although the law is simple, it implies that there must be a trademark in the process of registration or already registered that can be licensed to third parties, that knowledge related to the operation of the business be transmitted, that technical assistance be provided to the franchisee, that the same processes as those used by the owner of the trademark be used so that it and its products and/or services enjoy prestige and quality.

In complementary parts of the aforementioned law, the need to have a written contract is also stipulated, to present the respective information to the status of the company 30 days prior to signing the contract (a document that in practice is known as Franchise Offer Circular or COF), among other stipulations.

The Franchise Offer Circular and the franchise contract must mention specific information about the franchised business model.[21]​.

Some examples of franchises are: Farmacias del Ahorro, Steren, La michoacana, Dormimundo, Punta del cielo, Mazatlán FC, among others.

FRANCHISE AGREEMENT IN COLOMBIA

In Colombia, the franchise contract is considered an atypical contract, since it is not expressly regulated in current legislation. This means that there is no specific regulation that structures it, therefore, its validity, interpretation and execution are governed by the general principles of contract law established in the Colombian Civil Code and the Commercial Code. Despite its atypical nature, franchising has acquired great practical relevance in the commercial field, especially in sectors such as food, fashion, education and services.[22]​.

The franchise contract is based on the essential elements of the contract established in article 1502 of the Colombian Civil Code, which requires legal capacity, consent free of defects, lawful object and lawful cause for the existence of the contract.[23]​.

Furthermore, it is interpreted and executed in accordance with the principles of good faith, contemplated in article 1603 of the Colombian Civil Code[24]​ and the autonomy of the will found in article 1602 of the same code,[25]​ being fundamental in commercial contracts.

Although it is not expressly regulated, there are relevant complementary regulations, such as Decision 486 of 2000 of the Andean Community, on industrial property, and regulations on unfair competition and abusive clauses in contracting.

In Colombian legal and commercial practice, the franchise contract has certain common elements:

The Superintendency of Industry and Commerce has highlighted the importance of adequately regulating these contractual elements to prevent abuses and guarantee legal security for both parties.[26]​.

According to doctrinal and practical criteria, franchises can be classified as follows:

This classification allows us to understand the diversity of legal relationships that can arise under the franchise modality.[27]​.

Despite the existing ambiguity regarding the issue, jurisprudence has managed to have a handle on what is related to franchises, creating the Colombian Chamber of Franchises ColFranquicias, in order to favor the study of this. Along with this, regulatory parameters on the matter given by the Ministry of Commerce have been created.

The essential aspects that a franchise contract should contain are:

It must be taken into account that a major factor that influences franchising in Colombia is industrial property, which is manifested through the trademark use license, where the franchisor grants the franchisee the right to use its registered trademark.[26]​.

This must be registered with the Superintendency of Industry and Commerce (SIC), in which it is recommended to include clauses on the appropriate use of the brand and avoid improper use, in addition to defining conflict resolution mechanisms in case the protected assets are misused.