How does Irish competition law apply to franchise agreements?

Irish competition law, as set out in the Competition Act 2002, applies to franchise agreements in the same way as it applies to other vertical agreements. Section 4(1) of the Act prohibits agreements between undertakings that have as their object or effect the prevention, restriction, or distortion of competition in trade in goods or services in the State. Franchise agreements typically contain a range of restrictive provisions, including exclusive territory grants, non-compete obligations, tying and bundling requirements (obliging the franchisee to purchase supplies from the franchisor or approved suppliers), and restrictions on the franchisee's activities after termination. These provisions must be assessed for compatibility with Section 4(1) and, where the agreement may affect trade between EU Member States, Article 101(1) TFEU. The Vertical Block Exemption Regulation (EU) 2022/720 provides a safe harbour for franchise agreements where both the franchisor's and the franchisee's market shares do not exceed 30%, provided the agreement does not contain hardcore restrictions. Hardcore restrictions under Article 4 of the VBER include resale price maintenance (fixing the franchisee's resale prices), absolute territorial protection (prohibiting all sales outside the franchisee's territory), and restrictions on passive sales into territories allocated to other franchisees.

What fees and financial obligations does a franchise agreement in Ireland typically include?

An Irish franchise agreement typically includes several categories of fees and financial obligations payable by the franchisee to the franchisor. The initial franchise fee is a one-time payment made by the franchisee to the franchisor upon signing the franchise agreement or at the commencement of the franchise. This fee typically covers the right to use the franchisor's brand, trade marks, and business system, initial training, site selection assistance, and the provision of the operations manual. Initial franchise fees in Ireland vary widely depending on the brand, the industry, and the scope of the franchise, ranging from EUR 5,000 for small service franchises to EUR 50,000 or more for established retail or food service brands. Ongoing royalties are recurring payments (typically monthly or quarterly) calculated as a percentage of the franchisee's gross revenue or turnover. Royalty rates commonly range from 4% to 8% of gross revenue, though they can be higher or lower depending on the franchise system. The advertising and marketing contribution (sometimes called the marketing levy or advertising fund contribution) is a separate periodic payment, typically 1% to 3% of gross revenue, that the franchisee pays into a central advertising fund managed by the franchisor. The fund is used to finance national or regional advertising, marketing campaigns, digital marketing, and brand development activities that benefit all franchisees.

Do I need a lawyer to create a Franchise Agreement (Ireland) in Ireland?

A Franchise Agreement (Ireland) does not legally require a lawyer in Ireland, and individuals and businesses may draft and execute the document independently. The Companies Act 2014 does not mandate legal representation for the creation or signing of this type of document. However, seeking independent legal advice from a qualified Ireland lawyer is recommended for transactions involving substantial financial value, complex regulatory requirements, or cross-border elements where multiple legal jurisdictions may apply. A lawyer can verify that the document complies with all applicable statutory requirements, identify potential risks specific to the transaction, and confirm that the terms adequately protect the interests of all parties involved. The High Court of Ireland has jurisdiction over disputes arising from this type of document, and Companies Registration Office (CRO) may impose additional compliance obligations depending on the nature of the underlying transaction. Professional legal review is particularly advisable where the document will be submitted to government agencies or used as evidence in legal proceedings.

Franchise Agreement (Ireland)

Q: Is there specific franchise legislation in Ireland?

Ireland does not have franchise-specific legislation comparable to the franchise disclosure laws found in the United States (FTC Franchise Rule) or other jurisdictions. There is no statutory requirement in Ireland for a franchisor to provide a pre-contractual franchise disclosure document (FDD), no mandatory registration of franchise offerings, and no franchise-specific regulatory body. The absence of franchise-specific legislation means that franchise agreements in Ireland are governed by the general law of contract, competition law, intellectual property law, and other applicable statutes. The Competition Act 2002, as amended by the Competition (Amendment) Act 2012, is the most significant statute affecting franchise agreements because franchise arrangements often contain provisions that may restrict competition, such as exclusive territories, non-compete obligations, tying arrangements, and resale restrictions. Section 4(1) of the Competition Act 2002 prohibits agreements that prevent, restrict, or distort competition, and franchise agreements must be structured to comply with this prohibition. At the EU level, the Vertical Block Exemption Regulation (EU) 2022/720 (VBER) provides a safe harbour for franchise agreements where neither the franchisor's nor the franchisee's market share exceeds 30%, provided the agreement does not contain hardcore restrictions.

Q: What are the intellectual property considerations in an Irish franchise agreement?

Intellectual property (IP) is at the core of every franchise relationship, as the franchisor's business model depends on the consistent use of its trade marks, trade names, logos, branding, know-how, and business systems across all franchise locations. In Ireland, the key intellectual property laws relevant to franchise agreements include the Trade Marks Act 1996 (as amended), the Copyright and Related Rights Act 2000, the Patents Act 1992, and the European Union (Trade Secrets) Regulations 2018. The franchise agreement must contain a thorough IP licence clause that grants the franchisee a limited, non-exclusive, non-transferable licence to use the franchisor's registered trade marks, trade names, service marks, logos, and branding for the duration of the franchise and within the designated territory. The licence should specify the permitted uses of the IP, the quality standards that must be maintained, the requirement for the franchisee to use the IP only in accordance with the franchisor's brand guidelines, and the prohibition on the franchisee altering, modifying, or creating derivative works from the IP. The franchisor should require that its trade marks are registered with the Intellectual Property Office of Ireland (IPOI) and, for EU-wide protection, as EU Trade Marks (EUTMs) with the European Union Intellectual Property Office (EUIPO).

This Franchise Agreement (the "Agreement") is entered into on [Effective Date] by and between:

[Franchisor Name], a company registered in Ireland (CRO number: [Franchisor CRO Number]), whose registered address is at [Franchisor Address], [Franchisor City], [Franchisor Eircode], Ireland, VAT number [Franchisor VAT Number] (hereinafter the "Franchisor");

and

[Franchisee Name] (CRO number: [Franchisee CRO Number]), whose registered address is at [Franchisee Address], [Franchisee City], [Franchisee Eircode], Ireland (hereinafter the "Franchisee").

The Franchisor and the Franchisee are hereinafter collectively referred to as the "Parties" and individually as a "Party".

BACKGROUND

The Franchisor has developed and operates a distinctive business system (the "Franchise System") for the operation of the following business: [Business Description]. The Franchisor is the owner of certain trade marks, trade names, know-how, and proprietary methods associated with the Franchise System.

The Franchisee wishes to obtain the right to operate a business using the Franchise System and the Franchisor's intellectual property within the designated territory, and the Franchisor is willing to grant such right on the terms and conditions set out in this Agreement.

1. DEFINITIONS

In this Agreement, the following terms shall have the following meanings:

"Agreement" means this Franchise Agreement, including any schedules, appendices, or written amendments agreed between the Parties.

"Business Day" means any day other than a Saturday, Sunday, or public holiday in the Republic of Ireland.

"Confidential Information" means any information of a confidential or proprietary nature disclosed by the Franchisor to the Franchisee in connection with this Agreement or the Franchise System, including the Operations Manual, recipes, formulae, business methods, pricing strategies, customer data, supplier information, financial data, trade secrets, and technical know-how.

"Franchise System" means the distinctive business system developed by the Franchisor, including operating procedures, quality standards, marketing programmes, training methods, trade marks, trade dress, and other intellectual property.

"Gross Revenue" means all revenue generated by the Franchisee from the operation of the franchised business, including all sales of goods and services, whether received in cash, by card payment, or by any other means, but excluding VAT collected and remitted to the Revenue Commissioners.

"Operations Manual" means the confidential manual or set of manuals provided by the Franchisor to the Franchisee, setting out the standards, procedures, and methods for operating the franchised business.

"Premises" means [Franchise Location], [Franchisee City], [Franchise Location Eircode], being the location from which the Franchisee shall operate the franchised business.

"Territory" means [Territory].

"Trade Marks" means the trade marks, trade names, logos, service marks, and other intellectual property rights owned by the Franchisor and licensed to the Franchisee under this Agreement, including: [Trade Marks].

2. GRANT OF FRANCHISE

The Franchisor hereby grants to the Franchisee, and the Franchisee accepts, the right and licence to operate the franchised business at the Premises using the Franchise System and the Trade Marks in accordance with the terms and conditions of this Agreement.

The Franchisee shall operate the franchised business only from the Premises unless the Franchisor gives prior written consent to operate from an alternative location. The Franchisee shall not relocate the franchised business without such consent.

The franchise is personal to the Franchisee. The Franchisee shall not assign, transfer, sub-franchise, or otherwise dispose of any of its rights under this Agreement without the prior written consent of the Franchisor.

3. TERM

This Agreement shall commence on [Effective Date] and shall continue for an initial period of [Term Years] year(s) (the "Initial Term"), unless earlier terminated in accordance with Clause 15.

4. FRANCHISE FEES AND ROYALTIES

The Franchisee shall pay to the Franchisor an initial franchise fee of EUR [Initial Fee] (exclusive of VAT) upon execution of this Agreement. The initial franchise fee is non-refundable and is payable in consideration of the grant of the franchise, initial training, and the right to use the Franchise System and Trade Marks. The royalty structure applicable to this Agreement is: [Royalty Type].

All fees and royalties are exclusive of VAT. The Franchisor shall charge VAT at the applicable rate on all invoices issued under this Agreement in accordance with the Value-Added Tax Consolidation Act 2010.

If the Franchisee fails to pay any amount due under this Agreement by the due date, interest shall accrue on the outstanding amount at the rate prescribed under the European Communities (Late Payment in Commercial Transactions) Regulations 2012 (S.I. No. 580 of 2012), being 8% per annum above the European Central Bank's main refinancing rate, without prejudice to any other remedies available to the Franchisor.

5. TRAINING AND OPERATIONS MANUAL

The Franchisor shall provide the Franchisee (and, where applicable, the Franchisee's key personnel) with an initial training programme of [Initial Training Days] days' duration at [Training Location]. The cost of the initial training programme is included in the initial franchise fee. The Franchisee shall be responsible for its own travel, accommodation, and subsistence costs incurred in attending the training.

The Franchisor shall provide the Franchisee with a copy of the Operations Manual (in printed or electronic form) prior to the commencement of operations. The Operations Manual remains the exclusive property of the Franchisor and is provided to the Franchisee on a confidential, non-transferable basis for the sole purpose of operating the franchised business.

The Franchisee shall operate the franchised business in strict accordance with the Operations Manual at all times. The Franchisor may update, amend, or supplement the Operations Manual from time to time, and the Franchisee shall implement all such changes within a reasonable period of being notified. The Franchisee shall not copy, reproduce, or disclose the Operations Manual or any part of it to any third party.

6. FRANCHISEE OBLIGATIONS

The Franchisee shall: (a) operate the franchised business in strict compliance with the Franchise System and the Operations Manual; (b) maintain the Premises in good condition and repair, and ensure they conform to the Franchisor's standards for appearance, layout, and signage; (c) use only products, materials, and supplies that meet the Franchisor's quality standards, sourcing from approved suppliers where specified; (d) maintain adequate staffing levels and ensure all staff are properly trained in the Franchise System; (e) comply with all applicable laws, regulations, and industry standards, including but not limited to food safety regulations (where applicable), health and safety legislation under the Safety, Health and Welfare at Work Act 2005, employment legislation, and fire safety regulations.

The Franchisee shall: (a) maintain accurate and complete books and records of the franchised business and make them available for inspection by the Franchisor or its authorised representatives upon reasonable notice; (b) file all tax returns and pay all taxes due in respect of the franchised business, including income tax, PRSI, USC, and VAT, as required by the Revenue Commissioners; (c) maintain adequate insurance as specified by the Franchisor, including public liability insurance, employer's liability insurance, and property insurance; and (d) not engage in any business or activity that competes with the Franchise System during the term of this Agreement without the prior written consent of the Franchisor.

7. FRANCHISOR OBLIGATIONS

The Franchisor shall: (a) provide the initial training programme and the Operations Manual as specified in Clause 6; (b) provide reasonable ongoing operational support, guidance, and advice to the Franchisee; (c) maintain and protect the Trade Marks and take reasonable steps to enforce the Franchisor's intellectual property rights; (d) provide the Franchisee with access to approved suppliers and any group purchasing arrangements; (e) notify the Franchisee of any material changes to the Franchise System within a reasonable time; and (f) administer the Marketing Fund in good faith and in the interests of the franchise network.

The Franchisor shall not be liable for the day-to-day management of the franchised business. The Franchisee operates the franchised business as an independent contractor and not as an employee, agent, or partner of the Franchisor. The Franchisee shall not have any authority to bind the Franchisor or incur any obligation on behalf of the Franchisor.

8. INTELLECTUAL PROPERTY

The Franchisor grants to the Franchisee a non-exclusive, non-transferable licence to use the Trade Marks ([Trade Marks]) solely in connection with the operation of the franchised business at the Premises and within the Territory during the term of this Agreement. The Franchisee shall use the Trade Marks strictly in accordance with the Franchisor's brand guidelines and the Operations Manual.

All intellectual property rights in the Trade Marks, the Franchise System, the Operations Manual, and all associated materials remain the exclusive property of the Franchisor. Nothing in this Agreement shall be construed as an assignment or transfer of any intellectual property rights to the Franchisee. Any goodwill arising from the Franchisee's use of the Trade Marks shall vest in and be for the benefit of the Franchisor.

The Franchisee shall not: (a) register or attempt to register any trade mark, domain name, business name, or other identifier that is identical or confusingly similar to any of the Trade Marks, whether in Ireland or elsewhere; (b) use the Trade Marks in any manner not expressly authorised by this Agreement; (c) challenge the validity of the Trade Marks or the Franchisor's ownership thereof; or (d) use any other trade mark, trade name, or logo in connection with the franchised business without the prior written consent of the Franchisor.

The Franchisee shall promptly notify the Franchisor of any actual or suspected infringement of the Trade Marks by any third party within the Territory. The Franchisor shall have the sole right to take action against any such infringement, and the Franchisee shall cooperate with the Franchisor in any enforcement proceedings, in accordance with the Trade Marks Act 1996 and the Copyright and Related Rights Act 2000.

9. CONFIDENTIALITY

The Franchisee acknowledges that the Franchisor's Confidential Information, including the Operations Manual, recipes, formulae, business methods, and trade secrets, constitutes valuable proprietary information. The Franchisee shall keep all Confidential Information strictly confidential and shall not disclose it to any third party without the prior written consent of the Franchisor.

The Franchisee shall use the Confidential Information only for the purpose of operating the franchised business in accordance with this Agreement. The Franchisee shall ensure that its employees, agents, and contractors who have access to Confidential Information are bound by obligations of confidentiality no less restrictive than those contained in this Clause.

The obligations of confidentiality shall not apply to information that: (a) is or becomes publicly available through no breach of this Agreement; (b) is required to be disclosed by law, court order, or any regulatory authority, provided that the Franchisee gives the Franchisor reasonable prior notice; or (c) was independently developed by the Franchisee without reference to the Confidential Information.

The obligations under this Clause shall continue for [Confidentiality Years] following termination or expiry of this Agreement.

10. COMPETITION LAW COMPLIANCE

The Parties acknowledge that this Agreement is subject to the Competition Act 2002 and Articles 101 and 102 of the Treaty on the Functioning of the European Union (TFEU). The Parties shall ensure that the operation of the franchise complies with all applicable competition and antitrust laws.

Nothing in this Agreement shall be interpreted or applied in a manner that would: (a) fix or impose minimum resale prices for the Franchisee's products or services (the Franchisor may recommend prices, but such recommendations are non-binding); (b) restrict the Franchisee's ability to fulfil unsolicited orders from customers outside the Territory (passive sales); or (c) otherwise contravene applicable competition law. Any provision found to contravene competition law shall be severed or modified to the minimum extent necessary.

11. DATA PROTECTION

Each Party shall comply with all applicable data protection legislation, including the General Data Protection Regulation (EU) 2016/679 (GDPR) and the Data Protection Act 2018, in connection with any personal data processed pursuant to this Agreement or the operation of the franchised business.

The Franchisee shall implement appropriate technical and organisational measures to protect any personal data processed in connection with the franchised business. Where the Franchisee shares customer data with the Franchisor, the Parties shall enter into a separate data processing agreement in accordance with Article 28 of the GDPR.

12. TERMINATION

Either Party may terminate this Agreement for convenience by giving the other Party not less than [Termination Notice Days] days' written notice.

Either Party may terminate this Agreement with immediate effect by written notice to the other if: (a) the other Party commits a material breach of this Agreement and, where that breach is remediable, fails to remedy it within [Cure Notice Days] days of receiving written notice requiring it to do so; (b) the other Party becomes insolvent, enters examinership, receivership, or liquidation under the Companies Act 2014, or makes any arrangement with its creditors generally; or (c) the other Party ceases, or threatens to cease, to carry on business.

The Franchisor may terminate this Agreement with immediate effect if: (a) the Franchisee is convicted of a serious criminal offence that may bring the Franchise System into disrepute; (b) the Franchisee abandons the franchised business or fails to operate it for more than 14 consecutive days without the Franchisor's consent; (c) the Franchisee repeatedly fails to comply with the Operations Manual after receiving written warnings; or (d) the Franchisee assigns or attempts to assign the franchise without the Franchisor's written consent.

On termination or expiry of this Agreement, the Franchisee shall: (a) immediately cease operating the franchised business and using the Trade Marks and the Franchise System; (b) return to the Franchisor the Operations Manual and all Confidential Information, marketing materials, and branded items in its possession; (c) remove or obliterate all signage, branding, and trade dress associated with the Franchise System from the Premises within 14 days; (d) pay all outstanding fees, royalties, and other amounts due to the Franchisor; and (e) not hold itself out as a franchisee of the Franchisor or use any of the Trade Marks in any manner.

Termination of this Agreement shall not affect any accrued rights, obligations, or liabilities of either Party as at the date of termination, nor shall it affect the continuance in force of any provision that is expressly or by implication intended to survive termination, including confidentiality, non-compete (if applicable), intellectual property, and limitation of liability.

13. FORCE MAJEURE

Neither Party shall be in breach of this Agreement or liable for delay in performing, or failure to perform, any of its obligations if such delay or failure results from events beyond its reasonable control, including acts of God, pandemic, natural disaster, war, terrorism, riot, industrial dispute, power failure, or failure of telecommunications networks (a "Force Majeure Event"). The affected Party shall promptly notify the other Party in writing and use all reasonable endeavours to mitigate the effects. If the Force Majeure Event continues for more than 90 days, either Party may terminate this Agreement by giving 30 days' written notice.

14. DISPUTE RESOLUTION

In the event of any dispute arising out of or relating to this Agreement, the Parties shall first attempt to resolve the matter by good faith negotiation between senior representatives of each Party for a period of 21 days from written notice of the dispute.

If the dispute is not resolved by negotiation, either Party may refer the dispute to mediation administered by a mediator agreed by the Parties or, failing agreement, appointed by the Mediation Institute of Ireland (MII) in accordance with the Mediation Act 2017. The costs of mediation shall be shared equally. If mediation does not resolve the dispute within 30 days, either Party may commence proceedings before the courts of Ireland.

15. GENERAL PROVISIONS

This Agreement constitutes the entire agreement between the Parties in relation to its subject matter and supersedes all prior negotiations, representations, warranties, understandings, or agreements, whether written or oral.

No variation of this Agreement shall be effective unless it is in writing and signed by the duly authorised representatives of both Parties.

If any provision of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, that provision shall be deemed modified to the minimum extent necessary to make it valid, and the remaining provisions shall continue in full force and effect.

This Agreement may be executed in any number of counterparts, each of which shall be an original and all of which shall constitute one and the same instrument. Execution by electronic signature in accordance with the Electronic Commerce Act 2000 shall be deemed valid.

Any notice required or permitted under this Agreement shall be in writing and shall be deemed duly given when delivered personally, sent by registered post to the address of the relevant Party set out in this Agreement, or sent by email with confirmation of delivery.

16. GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of Ireland.

Each Party irrevocably agrees that the courts of Ireland shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation.

IN WITNESS WHEREOF, the Parties have executed this Franchise Agreement as of the date first written above.

Franchisor

________________

Signature

Date: ________________

Franchisee

________________

Signature

Date: ________________

Maintained by Vladislav Sergienko, Founder·Template last modified: 2026-06-23·Report an error

What Is a Franchise Agreement (Ireland)?

A Franchise Agreement in Ireland grants permission to use the owner's rights or brand and sets the scope, territory, fees, and duration of that licence, with its requirements set by the Competition Act 2002.

Ireland does not have franchise-specific legislation or a franchise disclosure requirement. Unlike jurisdictions such as the United States (Federal Trade Commission Franchise Rule), Australia (Franchising Code of Conduct), or France (Loi Doubin), there is no statutory obligation for the franchisor to provide a pre-contractual disclosure document, and there is no franchise registration requirement with any Irish authority. The franchise relationship in Ireland is therefore governed by the general law of contract, competition law, intellectual property law, employment law, and other applicable legislation. The absence of mandatory disclosure means that prospective franchisees in Ireland must exercise particular diligence in investigating the franchise opportunity, seeking independent legal and financial advice, and negotiating appropriate contractual protections before committing to the agreement.

The Competition Act 2002, as amended by the Competition (Amendment) Act 2012, is the most significant statute affecting franchise agreements in Ireland. Section 4(1) of the Act prohibits agreements between undertakings that have as their object or effect the prevention, restriction, or distortion of competition. Franchise agreements typically contain a range of restrictive provisions — including exclusive territory grants, non-compete obligations, tying arrangements, resale price maintenance, and territory restrictions — that must be assessed for compatibility with this prohibition. At the EU level, the Vertical Block Exemption Regulation (EU) 2022/720 (VBER) provides a safe harbour for franchise agreements where the market share thresholds are met and no hardcore restrictions are included. The European Commission's Guidelines on Vertical Restraints specifically address franchise agreements and recognise that certain restrictions inherent to the franchise model do not typically restrict competition within the meaning of Article 101(1) TFEU.

Intellectual property protection is central to franchising. The franchise agreement must contain a thorough licence of the franchisor's trade marks (registered under the Trade Marks Act 1996 or as EU Trade Marks with the European Union Intellectual Property Office), copyright works (under the Copyright and Related Rights Act 2000), and know-how (protected under the European Union (Protection of Trade Secrets) Regulations 2018 implementing the EU Trade Secrets Directive). The quality and consistency of the franchise brand depends on the franchisee's strict adherence to the franchisor's brand standards, operating procedures, product and service quality standards, and quality control requirements set out in the operations manual.

Data protection obligations under the General Data Protection Regulation (EU) 2016/679 (GDPR) and the Data Protection Act 2018 are increasingly important in franchise relationships, as both the franchisor and the franchisee may collect and process customer personal data through shared IT systems, loyalty programmes, CRM platforms, and joint marketing campaigns. The franchise agreement must address the GDPR roles of the parties — whether they are joint controllers, separate controllers, or whether the franchisee acts as a data processor for the franchisor — and must include appropriate data sharing and data processing agreements complying with Articles 26 and 28 of the GDPR respectively.

When Do You Need a Franchise Agreement (Ireland)?

An Irish Franchise Agreement is needed whenever a franchisor wishes to grant a franchisee the right to operate a business under the franchisor's brand, system, and know-how in Ireland, or whenever a prospective franchisee wishes to formalise the terms of a franchise opportunity before investing significant capital in a franchise business.

You need an Irish Franchise Agreement when you are: a franchisor expanding your franchise network into the Irish market by granting franchises to independent operators; a master franchisor granting sub-franchise or area development rights to a franchisee who will develop the brand and recruit sub-franchisees within a region of Ireland; a franchisee entering into a franchise relationship and wanting to understand and document the terms of the grant, fees, territory, obligations, and protections before committing to the investment; a business converting an existing company-owned operation to a franchise model and granting the existing manager or a third party the right to operate the business as a franchisee; or an investor acquiring an existing franchise unit by assignment and needing to review or negotiate the franchise agreement terms as part of the acquisition due diligence process.

The franchise agreement is essential because it defines the entire commercial and legal relationship between the franchisor and the franchisee for the duration of the franchise term, which typically ranges from five to twenty years. Without a thorough written agreement, both parties are exposed to significant legal and commercial risks — including disputes over territory, intellectual property ownership, quality standards, and the basis for termination. The agreement protects the franchisor's intellectual property and brand value by imposing strict quality standards, operating procedures, and brand guidelines on the franchisee. It protects the franchisee by clearly defining the territory and any exclusivity, the franchisor's obligations to provide support and training, the conditions under which the franchise can be terminated or renewed, and the franchisee's rights on exit — including any right of first refusal to purchase the franchise unit or assign it to a third party.

Compliance with competition law is a critical consideration for every Irish franchise agreement. The Competition Act 2002 and the EU Vertical Block Exemption Regulation (EU) 2022/720 impose specific limits on the types of restrictions that can lawfully be included in franchise agreements. Provisions that constitute hardcore restrictions under the VBER — such as resale price maintenance (fixing the franchisee's minimum selling prices), absolute territorial protection (prohibiting all internet sales or passive sales to customers outside the territory), or customer group restrictions — render the agreement ineligible for the VBER safe harbour and may expose the parties to investigation and sanctions by the Competition and Consumer Protection Commission (CCPC) or the European Commission. The franchise agreement should be reviewed by a competition law specialist before execution.

The agreement should also address important practical matters including: site selection criteria and fit-out standards for the franchise premises; the initial and ongoing training obligations of the franchisor; access to and confidentiality of the operations manual; advertising fund contributions and the governance of the advertising fund; technology systems and IT requirements; supply chain arrangements and approved supplier lists; insurance requirements (public liability, employer's liability, and any sector-specific cover); the franchisor's right to inspect and audit the franchisee's operations and financial records; and the franchisee's obligations on renewal, assignment, or exit from the franchise system.

Under the Companies Act 2014, the Companies Registration Office (CRO) maintains the register of Irish companies. Section 343 of the Companies Act 2014 sets annual confirmation obligations. The Competition and Consumer Protection Commission (CCPC) enforces the Consumer Rights Act 2022. The Central Bank of Ireland regulates financial services under the Central Bank Act 1971. The High Court of Ireland has jurisdiction under Section 212 of the Companies Act 2014.

What to Include in Your Franchise Agreement (Ireland)

A thorough Irish Franchise Agreement should contain several essential provisions to define the franchise relationship, protect the franchisor's brand and intellectual property, and confirm compliance with Irish and EU competition law.

The grant of franchise clause establishes the franchisor's grant to the franchisee of the right to operate a business using the franchisor's system, trade marks, and know-how within a defined territory and for a specified term. The clause should specify whether the franchise is exclusive (no other franchisees or franchisor-owned outlets in the territory), sole (only one franchisee but the franchisor retains the right to operate), or non-exclusive.

The franchise fees clause must clearly define all financial obligations, including the initial franchise fee, ongoing royalties (typically a percentage of gross revenue), advertising fund contributions, technology fees, renewal fees, and any other charges. Each fee should be specified with the amount or calculation methodology, the payment frequency, and the due date.

The intellectual property licence clause grants the franchisee a limited, non-exclusive, non-transferable licence to use the franchisor's registered trade marks, trade names, logos, branding, and copyrighted materials during the franchise term and within the territory, subject to the franchisor's brand guidelines and quality standards.

The operations manual and system standards clause requires the franchisee to operate the franchise in strict accordance with the franchisor's operations manual, which sets out the detailed procedures, quality standards, service protocols, and brand requirements that the franchisee must follow. The operations manual is typically provided on loan and remains the franchisor's property.

The training and support clause defines the franchisor's obligations to provide initial training (covering operations, marketing, customer service, and systems), ongoing training, field support, and operational guidance throughout the franchise term.

The non-competition clause restricts the franchisee from engaging in competing activities during the franchise term and, subject to competition law limits, for a period after termination. Under the VBER, post-termination non-compete obligations are permitted for up to one year, limited to the premises from which the franchisee operated, and must be necessary to protect the franchisor's know-how.

The confidentiality clause protects the franchisor's know-how, business methods, financial information, and trade secrets, both during and after the franchise term.

The quality control and inspection clause gives the franchisor the right to inspect the franchisee's premises, operations, books, and records, and to require the franchisee to remedy any non-compliance with the franchisor's standards.

The data protection clause must address GDPR and Data Protection Act 2018 obligations, including the respective roles of the franchisor and franchisee as controllers or processors of customer personal data.

The termination clause should specify the term of the franchise, the conditions for renewal, the grounds for termination by either party, the notice periods, and the post-termination obligations (including cessation of trade mark use, return of the operations manual, payment of outstanding fees, and enforcement of the non-compete obligation).

The governing law and dispute resolution clause should specify Irish law and provide for mediation under the Mediation Act 2017 and the Irish courts.

The assignment and change of control clause should specify the conditions under which the franchisee may assign the franchise agreement or transfer the franchise business to a third party — including the franchisor's right of first refusal, the requirement for the franchisor's prior written consent, and any transfer fee payable. It should also address what happens on the death or incapacity of the franchisee. The Irish Franchise Association (IFA) code of ethics recommends that franchise agreements contain fair and transparent assignment provisions that allow franchisees to realise the value they have built in their business at the end of the franchise term. Where the franchisee is a company registered with the Companies Registration Office (CRO), the agreement should also address changes in the ownership of the franchisee company that would constitute an indirect transfer of the franchise. The Competition and Consumer Protection Commission (CCPC) is the statutory body responsible for enforcing the Competition Act 2002 in Ireland and may investigate franchise agreements that contain hardcore restrictions or that have an appreciable anti-competitive effect. The CCPC has power to apply to the Circuit Court or High Court for an order prohibiting anti-competitive conduct, and individual parties to an anti-competitive agreement may face fines of up to EUR 5 million or 10% of turnover under section 8 of the Competition Act 2002. Irish franchisors expanding into other EU markets should also be aware that national competition authorities in those markets may apply their own domestic competition law in addition to EU competition rules. The forms-legal.com Franchise Agreement (Ireland) template covers the mandatory elements under Companies Act 2014.

Sources & Citations

Statutory citations link to official government sources.

EU Trade Secrets DirectiveEU official

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Reference this free template in an article, syllabus, or research note:

APA

Forms Legal. (2026). Franchise Agreement (Ireland) (Ireland) [Legal document template]. Forms Legal. https://forms-legal.com/ireland/business/contracts/franchise-agreement-ireland

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BibTeX

@misc{formslegal-franchise-agreement-ireland,
  author       = {{Forms Legal}},
  title        = {Franchise Agreement (Ireland) (Ireland)},
  year         = {2026},
  howpublished = {\url{https://forms-legal.com/ireland/business/contracts/franchise-agreement-ireland}},
  note         = {Free legal document template. Based on Companies Act 2014}
}

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Based on Companies Act 2014 — Template last modified June 2026Verify the source →

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