Braised-food franchisee - the pre-signature contract review checklist: supply pricing mechanics, territory protection, mandatory clauses, deposit refunds - every item closed with a written answer

Here is a user need. Expand it into a "Franchise Contract Pre-Signature
Review Checklist" for a prospective braised-food franchisee. Mostly
tables; each item has four columns: "what to check / what proper drafting
looks like / what a planted risk looks like / the question to confirm
in writing."

Background (put it in the header):
- Applies to: small-format food/braised-food franchising, single-store
  or small-territory contracts
- When to use: after receiving the contract text, before signing
- How to use: check each item against the contract's actual wording;
  failing items go onto the "written confirmation list," whose answers
  get filed as contract annexes or side agreements - verbal promises
  never count

Six review groups (2-4 items each, each expanded across the four
columns):

Group 1, Supply pricing:
- Price adjustment rights: proper = adjustment follows a procedure
  ([30] days' written notice, caps on size or frequency); planted =
  "headquarters may adjust per market conditions" granting full
  discretion in one line
- The nature of the suggested retail price: proper = explicitly
  "suggested," with franchisee flexibility; planted = coerced by
  backdoor penalties (deposit deductions or loss of territory for
  pricing below suggestion)
- Written question: the supply-price adjustment mechanism for the
  next [3] years and the history of past adjustments

Group 2, Territory protection:
- How the territory is written: proper = verifiable wording
  (straight-line distance / trade-area boundary / a list of existing
  stores); planted = unverifiable words like "in principle" or
  "within a reasonable range"
- Remedy for breach: proper = stated compensation or termination
  refund; planted = "resolved through consultation" only
- Written question: the complete list of existing and already-
  contracted upcoming stores in my territory at signing (stamped)

Group 3, Mandatory items and cost-sharing:
- Mandatory promotions: proper = scope, who bears costs, and the
  conditions for opting out all stated; planted = "should actively
  support headquarters marketing" with no boundary
- Minimum order volumes / sales targets: proper = quantities,
  periods, and handling when exceeded; planted = a vague "sales
  task"
- Mandatory upgrades (facade / systems / equipment): proper = cost
  bearing and cadence stated; planted = "headquarters reserves the
  right to require upgrades"

Group 4, Deposits and fees:
- Deposit refund: proper = conditions, deadlines, and deduction
  cases enumerated; planted = "refunded after the term as
  circumstances permit"
- Brand and management fees: their basis and any escalation
  mechanism
- Written question: the average historical time to refund exiting
  franchisees' deposits (ask if you can - the answer, if you get
  one, is a signal in itself)

Group 5, Term, renewal, exit:
- Contract term and renewal: does renewal charge the franchise fee
  again; how the right of first refusal is written
- Closure and transfer: proper = transfer conditions explicit
  (the standard for headquarters consent, the fees); planted =
  transfer forbidden or consent standardless
- Early termination: are the two sides' penalties symmetrical?
  Clauses penalizing only the franchisee get a red light

Group 6, Deliverables and support (how headquarters' duties are
drafted):
- Opening support, training, supervision visits: proper = checkable
  frequency and hours; planted = "necessary support will be
  provided"
- Supply continuity: liability and compensation language for
  stockouts and quality failures

Three fixed closing lines:
- A verdict per group: pass / risk-with-written-clarification /
  risk-unclarified (unclarified items form the signing-risk list)
- "This checklist does not replace a lawyer's review" - for large
  commitments or complex terms, paying a lawyer to read the
  contract is the highest-return spend in the process
- All written answers numbered and filed alongside the contract

Expansion requirements:
- Leave [] values blank
- Every "planted risk" wording must match the style real contracts
  use - no strawman clauses that would never appear in print;
  writing those only makes the checklist look amateur
- No "sign carefully" filler - the checklist's value is the
  four-column structure, not the reminder

Why it is written this way

The third column - "what a planted risk looks like" - is the heart of the four-column structure. The traps in franchise contracts aren't missing clauses; they're bad clauses written in pleasant language: "will not in principle develop new stores in the territory" sounds like protection, "supply prices adjustable per market conditions" sounds reasonable, and only by laying contract wording next to trap wording side by side does a first-time franchisee see the difference. Hence the explicit ban on strawman clauses ("headquarters may seize your store at any time" appears in no real contract; including it just announces the checklist was written by an outsider). Real traps are invariably respectable, vague, and one-directional.

Every failing item converges on a single move - "get the answer in writing, file it as an annex" - because a verbal promise in a franchise relationship is worth exactly zero: the recruiter before signing, the operations team after signing, and legal when something breaks are three groups of people who don't honor each other's words. Written answers have a second-order use too: which clauses headquarters answers in writing versus which ones start the diplomatic dodge is itself a signal - the clauses they refuse to put on paper are the ones they intend to use.

Group 6, headquarters' obligations, stands on its own because franchise contracts tilt structurally: the franchisee's duties run for pages while headquarters' duties float in a sentence. Flagging "necessary support will be provided" as a planted risk and demanding checkable frequency and duration pulls the contract a notch back toward symmetry. And the closing "this does not replace a lawyer" isn't boilerplate - it's the checklist's self-knowledge: it helps someone ask the right questions, but reading combined risk across clauses is a lawyer's craft. The two run in sequence - checklist first, lawyer second - not in substitution.

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