Chapter I General Principles
first
These Measures are formulated to standardize commercial franchising, protect the legitimate rights and interests of the parties and promote the healthy and orderly development of commercial franchising.
second
The term "commercial franchising" as mentioned in these Measures refers to the franchisor granting the right to use business resources such as trademarks, trade names and business models to others and franchisees through signing contracts; According to the contract, the franchisee engages in business activities under the unified management system and pays franchise fees to the franchisor.
essay
These Measures shall apply to the franchise activities in People's Republic of China (PRC).
Article 4
The franchisor may directly grant the franchise right to the franchisee in accordance with the contract, and the franchisee shall invest in setting up franchise outlets to carry out business activities, but the franchise right shall not be re-granted; Or the exclusive franchise right of a certain area is granted to the franchisee, and the franchisee can grant the franchise right to other applicants or set up its own franchise outlets in this area.
Article 5
Franchising shall abide by the laws and regulations of People's Republic of China (PRC) and the principles of voluntariness, fairness, honesty and credit, and shall not harm the legitimate rights and interests of consumers.
Franchisors shall not engage in pyramid selling activities illegally in the name of franchising.
Franchisors engaged in commercial activities by franchising shall not lead to market monopoly or hinder fair competition.
Article 6
The Ministry of Commerce shall supervise and manage the franchise activities throughout the country, and the competent commercial departments at all levels shall supervise and manage the franchise activities within their respective jurisdictions.
Chapter II Franchisees
Article 7
A franchisor shall meet the following conditions:
(1) Enterprises or other economic organizations established according to law;
(2) Having business resources such as trademarks, trade names and business models authorized to be used by others;
(3) Having the ability to provide long-term business guidance and training services for franchisees;
(4) There are at least two direct stores in China that have been operating for more than 65,438+0 years, or direct stores established by their subsidiaries or holding companies;
(five) the franchisor shall have a stable supply system, which can guarantee the quality and provide related services.
(6) It has a good reputation and has no record of engaging in fraudulent franchise activities.
Article 8
A franchisee shall meet the following conditions:
(1) Enterprises or other economic organizations established according to law;
(2) Having funds, fixed places and personnel suitable for franchising.
Article 9
Franchisors enjoy the following rights:
(a) in order to ensure the unity of the franchise system and the consistency of the quality of products and services, supervise the business activities of franchisees in accordance with the contract;
(2) If the franchisee violates the provisions of the franchise contract, infringes on the legitimate rights and interests of the franchisor and undermines the franchise system, it shall terminate its franchise qualification in accordance with the contract;
(3) collecting franchise fees and deposit as agreed in the contract;
(4) Other rights stipulated in the contract.
Article 10
The franchisor shall perform the following obligations:
(a) timely disclosure of information in accordance with the relevant provisions of these measures;
(2) Granting the franchise right to the franchisee, and providing business symbols and business manuals representing the franchise system;
(3) Providing franchisees with services such as sales, business or technical guidance and training necessary for franchising;
(4) Providing goods to the franchisee in accordance with the contract. Except for exclusive goods and goods that must be provided by the franchisor or suppliers designated by the franchisor to ensure the quality of the franchise, the franchisor may not force the franchisee to accept the supply of its goods, but may agree on the quality standards that the goods should meet, or propose a number of suppliers for the franchisee to choose from;
(five) the franchisor shall be responsible for ensuring the product quality of its designated suppliers;
(6) Promotions and advertisements agreed in the contract;
(seven) other obligations stipulated in the contract.
Article 11
Franchisees enjoy the following rights:
(1) Business resources such as trademarks, trade names and business models authorized by the franchisor;
(2) Obtaining the training and guidance provided by the franchisor;
(3) Timely obtaining the commodity supply provided or arranged by the franchisor at the price agreed in the contract;
(4) Obtaining unified promotion support from the franchisor;
(5) Other rights stipulated in the contract.
Article 12
Franchisees shall perform the following obligations:
(a) to carry out business activities in accordance with the contract;
(two) pay the franchise fee and deposit;
(three) to maintain the unity of the franchise system, and shall not transfer the franchise without the permission of the franchisor;
(four) to provide the franchisor with real information such as the operating status and financial status agreed in the contract;
(five) accept the guidance and supervision of the franchisor;
(6) Keeping the business secrets of the franchisor;
(seven) other obligations stipulated in the contract.
Chapter III Franchise Contract
Article 13
The contents of a franchise contract shall be agreed by the parties, and generally include the following contents:
(1) The name and domicile of the party concerned;
(two) the content, duration, location and exclusivity of the authorized franchise;
(3) The type, amount, payment method of the franchise fee and the collection and return method of the deposit;
(4) confidentiality clauses;
(five) the quality control and responsibility of the franchise products or services;
(6) training and guidance;
(seven) the use of commodity names;
(eight) the use of intellectual property rights such as trademarks;
(9) Consumer complaints;
(10) Publicity and advertising;
(eleven) the change and termination of the contract;
(12) Liability for breach of contract;
(13) Dispute settlement clauses;
(14) Other terms agreed by both parties.
Article 14
Franchise fee refers to the fee paid by the franchisee for obtaining the franchise right, including the following items:
(1) Franchise fee: refers to the one-time fee paid by the franchisee to the franchisor to obtain the franchise;
(2) Royalty: refers to the fees paid by the franchisee to the franchisor on a regular basis according to a certain standard or proportion in the process of using the franchise;
(3) Other agreed expenses: refers to other expenses paid by the franchisee to the franchisor for obtaining the relevant goods or services provided by the franchisor according to the contract.
Security deposit refers to a certain fee charged by the franchisee to ensure the franchisee to perform the franchise contract. After the expiration of the contract, the deposit shall be returned to the franchisee.
Both parties to the franchise shall agree on the franchise fee and deposit in accordance with the principle of fairness and reasonableness.
Article 15
The term of a franchise contract is generally not less than 3 years.
After the franchise contract expires, the franchisor and the franchisee may, on the principle of fairness and reasonableness, negotiate and determine the renewal conditions of the franchise contract.
Article 16
After the franchise contract is terminated, without the consent of the franchisor, the original franchisee shall not continue to use the registered trademark, trade name or other marks of the franchisor, shall not apply for registration of the registered trademark of the franchisor as a trademark of similar goods or services, shall not apply for registration of words identical or similar to the registered trademark of the franchisor as a trade name in an enterprise, and shall not use marks identical or similar to the registered trademark, trade name or shop decoration of the franchisor on the same or similar goods or services.
Chapter IV Information Disclosure
Article 17
Franchisors and franchisees shall disclose relevant information in a timely manner before signing franchise contracts and during the franchise process.
Article 18
The franchisor shall, on the date when the franchise contract is formally signed.
20
A few days ago, the applicant was provided with true and accurate basic franchise information and franchise contract in written form.
The same words.
Article 19
The basic information disclosed by the franchisor shall include the following contents:
(a) the franchisor's name, domicile, registered capital, business scope, franchise period and other major matters, as well as the contents of the financial report audited by the accounting firm, tax payment and other basic information;
(two) the number, location, operation and investment budget of the franchisee, and the proportion of franchisees who cancel the franchise contract to the total number of franchisees;
(3) Registration, licensing and litigation of trademarks; Information about other business resources, such as trade names and business models;
(four) the type, amount, collection method and deposit return method of the franchise fee;
(five) all cases involving litigation in the last five years;
(six) all kinds of goods or services that can be provided to the franchisee, as well as additional conditions and restrictions;
(seven) the ability to provide training or guidance to the franchisee and the actual situation of providing training or guidance;
(eight) the basic situation of the legal representative and other principal responsible persons, whether they have received criminal punishment, and whether they are personally responsible for the bankruptcy of the enterprise. ;
(9) Other information that the franchisor should disclose as required by the franchisee.
If the franchisee suffers economic losses due to insufficient information disclosure or providing false information, the franchisor shall be liable for compensation.
Article 20
The franchisee shall, in accordance with the requirements of the franchisor, truthfully provide information about its own business ability, including qualification certificate, credit certificate, property right certificate, etc. In the process of franchising, information such as the real business situation agreed in the contract shall be provided in time according to the requirements of the franchisor.
Article 21
During the franchise period and after the franchise contract is terminated, the franchisee and its employees shall not disclose, use or allow others to use the business secrets of the franchisee without the consent of the franchisor.
Article 22
Those who have not evaluated the franchisor's franchise contract, but know the franchisor's business secrets through the franchisor's information disclosure, and the applicants shall bear the obligation of confidentiality. Without the consent of the franchisor, the business secrets of the franchisor shall not be disclosed, leaked or transferred to others.
Chapter V Advertising
Article 23
When the franchisor publicizes, promotes and sells the franchise, the advertising content shall be accurate, true and legal, and shall not be deceptive, omit important facts or make misleading statements.
Article 24
If the franchisor and franchisee directly or indirectly contain the records, figures or other relevant materials of the franchisor's operating income or income in the advertising materials, it shall be true, and the area and time involved shall be clear.
Article 25
Franchisors and franchisees shall not imitate other people's trademarks, advertising pictures and expressions or other identification marks in any way that may mislead, deceive or cause confusion.
Article 26
In the promotion of franchising, franchisers shall not artificially exaggerate the benefits brought by franchising or deliberately conceal situations that may objectively affect the interests of others.
Chapter VI Supervision and Administration
Article 27
The competent commercial departments at all levels shall strengthen the management and coordination of franchise activities within their respective administrative areas and guide local trade associations (chambers of commerce) to carry out their work.
Commercial departments at all levels shall establish credit files of franchisers and franchisees, and publish the list of illegal enterprises in a timely manner.
Article 28
Franchise industry associations (chambers of commerce) shall formulate industry norms according to these measures, carry out industry self-discipline, provide relevant services for franchise parties, and promote industry development.
Article 29
The franchisor shall report the franchise contract signed in the previous year to the local commercial authorities and the local commercial authorities where the franchisee is located for the record on June 5438+ 10 every year. The local competent commerce department shall file with the competent commerce department at the next higher level.
Article 30
Where patent licensing is involved in franchise activities, a patent licensing contract shall be signed in accordance with the relevant provisions of the Patent Law of People's Republic of China (PRC) and its detailed rules for implementation, and filing matters shall be handled in accordance with the Measures for the Administration of Filing Patent Licensing Contracts.
Article 31
The franchisor shall register the trademark licensing contract in accordance with the provisions of the Trademark Law of People's Republic of China (PRC) and its implementing regulations before carrying out franchise activities.
Chapter VII Special Provisions on Enterprises with Foreign Investment
Article 32
Enterprises with foreign investment shall not engage in the business prohibited in the Catalogue for the Guidance of Foreign Investment Industries by franchising.
Article 33
A foreign-invested enterprise engaged in commercial activities by franchising shall apply to the original examination and approval department to increase the business scope of "engaging in commercial activities by franchising" and submit the following materials:
(a) the application and the resolution of the board of directors;
(2) The business license of the enterprise and the approval certificate of the foreign-invested enterprise (photocopy);