Distribution, agency and franchising: the contract decides your margin and your exit
Nextica Law & Tax negotiates and drafts the contracts that hold a retail network together: distribution, agency and concession with their exclusivity, targets, notice periods and termination regime under Law 12/1992 on agency contracts; franchising from either chair, with the pre-contractual disclosure document required by RD 201/2010 and art. 62 of Law 7/1996; vertical restraints within Regulation (EU) 2022/720 and Law 15/2007; and shop and shopping-centre leases with turnover rent, guaranteed minimum, opening obligations and the assignment right of art. 32 of the Urban Leases Act.
The clause that decides what you get when the contract ends is written the day you sign it, not the day you end it.
What's included
1. Mapping the network
which contracts hold it together today —distribution, agency, concession, franchise, leases— and which are unsigned or expired.
2. Drafting or reviewing the framework contract with exclusivity, targets, territory, notice periods and the termination regime written before it is needed.
3. Preparing the franchise pre-contractual disclosure document and its delivery timetable, from either chair.
4. Reviewing commercial policy against vertical restraints
what can be recommended, what can be imposed and what is prohibited.
5. Negotiating the shop or shopping-centre lease
turnover rent, guaranteed minimum, service charges, opening obligations and assignment.
6. Exit clauses
what each party takes when it ends, how the goodwill contributed is valued, and what happens to stock and signage.
7. Where food distribution is involved
written contracts with suppliers and how they fit the food supply chain regime.
THE NETWORK'S CONTRACT DECIDES THE MARGIN AND THE EXIT
In a retail network, what moves the most money is not the purchase price: it is three clauses signed at the start and read at the end.
Imposing resale prices on a franchisee or distributor is a hardcore restriction and may amount to prohibited conduct, punishable by the competition authority. A 'recommended' price stops being one if it comes with pressure, monitoring or retaliation in supply.
Regulation (EU) 2022/720 and Law 15/2007Delivering the pre-contractual disclosure document late or incomplete
it must be handed over at least twenty working days before signing the contract or pre-contract and before receiving any payment. Failing that opens the door to challenging the whole contract.
RD 201/2010 and art. 62 Law 7/1996Assigning the lease without formal notice in time
the law allows assignment where a business activity is carried out on the premises, but gives the landlord the right to raise the rent, unless the contract says otherwise.
art. 32 Urban Leases ActFrequently asked questions
Can I set the resale price for my franchisee or distributor?
Recommending it, yes; imposing it, no. Resale price maintenance is one of the hardcore restrictions under Regulation (EU) 2022/720 and may amount to conduct prohibited by Law 15/2007 on competition, with a penalty from the competition authority for the franchisor or supplier. The line is narrower than it looks: a 'recommended' price stops being one if it comes with pressure, price monitoring or retaliation in supply. What is allowed is setting maximum prices and running joint campaigns with clear rules.
How far in advance must I hand over the pre-contractual disclosure document?
RD 201/2010, which implements art. 62 of Law 7/1996 on retail trade, requires the franchisor to hand over the pre-contractual information at least twenty working days before signing the contract or the pre-contract, and before any payment is made. Its content is prescribed: franchisor and brand details, a description of the business and the network, the network's structure in Spain, and the expected investment and costs. For the franchisee it is the best moment to check the network being sold; for the franchisor, delivering it late or incomplete opens the door to challenging the whole contract.
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