Schedules to a Franchise Agreement in Belarus: How to Assemble the Document Pack

Owners of established businesses often prepare a franchise offering in stages: a lawyer drafts the agreement, a manager documents the processes, and an accountant checks the payments. Just before signing, they discover that the documents use different terminology, refer to missing schedules and describe obligations inconsistently. A robust franchise network needs documents that are not only complete but also consistent. Here is how to bring the schedules to your agreement together into a coherent, verifiable pack before signing your first deal.

1. Separate contractual terms from operational materials

Belarus has no standalone franchising act, but these relationships are specifically governed by Chapter 53 of the Civil Code of the Republic of Belarus, entitled ‘Comprehensive Business Licence (Franchising)’. Article 910 defines this type of agreement, while Article 910-1 requires it to be in writing and registered with the patent authority — the National Centre of Intellectual Property (NCIP).

The document pack should therefore not be treated as an arbitrary folder of files. You need to understand which materials establish the parties’ obligations and which simply help them fulfil those obligations.

In practice, it is useful to distinguish three groups:

• The main agreement: the core rights, obligations and rules governing the relationship.
• Contractual schedules: agreed lists, timetables and terms expressly referenced in the agreement.
• Operational materials: templates, guidance notes and instructions whose status is separately defined by the parties.

For example, an agreed list of materials to be supplied and a presentation used during negotiations serve different purposes. The presentation should not inadvertently become a source of additional obligations simply because it has been placed in the same folder.

This does not mean that instructions can never be binding. Their status, how they are supplied and their relationship to the agreement must be expressly established. Calling a document a ‘manual’ or a ‘schedule’ does not settle the issue.

2. Draw up a schedule register before the legal review

Start by taking stock of the documents already used in your own business. Do not automatically transfer them into the franchise pack: the parent company’s internal procedures may refer to roles, software and approval processes that an independent franchisee will not have.

Create a register recording the following for each document:

• its number and exact title;
• its purpose and contractual status;
• the clause in the agreement that refers to it;
• its date or version identifier;
• the person responsible for its content;
• how it will be delivered and receipt acknowledged.

The register is an organisational tool, not a universal form prescribed by law. It helps you spot omissions before your prospective franchisee does.

Pay particular attention to schedules identifying the intellectual property covered by the agreement. If the package includes a trade mark, its details must be specific and consistent with the documents evidencing its protection: simply inserting an image of the logo without explanation is not enough. The schedule register does not, however, replace a legal review of the underlying rights.

Do not include blank templates marked ‘to be confirmed later’ in the pack to be signed. If information has not yet been finalised, a lawyer should assess whether it can be agreed later and, if so, how. Incomplete documents are particularly risky where they determine the extent of the franchisee’s obligations or costs.

3. Check for inconsistencies using practical scenarios

Reading each file separately is not enough. Check what answer the document pack as a whole gives to a specific question from a prospective franchisee.

Suppose the main agreement provides for initial training to be included in the franchise fee. A schedule describes it as a separately charged service, while the launch timetable requires training to be completed by a particular date. This is more than a drafting error: the parties have different understandings of the cost and conditions of preparing to open.

Choose several scenarios to test:

1. The franchisee orders a service provided for in the agreement: are its scope and payment terms clear?
2. An obligation falls due: do the dates and the events that trigger the relevant time limits match?
3. A party sends a document: are the agreed recipient and communication channel specified?
4. A dispute arises over requirements: can the applicable version of the schedule be established?

For each scenario, extract all the relevant provisions. Resolve inconsistent wording before signing rather than explaining it verbally at a meeting.

It is also useful to agree an order of precedence for the documents in case of discrepancies. However, a statement that ‘the agreement takes precedence’ does not fix an inconsistent pack: it may effectively render a carefully negotiated schedule meaningless. The purpose of the review is to remove conflicts, not merely to decide which document will prevail in a future dispute.

4. Fix the version to be signed and establish how it can be changed

Before signing, assemble the final pack. Check that schedule titles, numbering, party details and cross-references all match. Both parties should retain the same agreed documents, rather than different versions taken from correspondence.

For your electronic archive, create a separate folder for the signed pack and restrict the ability to overwrite its contents. Keep working drafts separately. Access to the latest file through a link does not, by itself, establish which wording the parties previously agreed.

Registration is a separate legal requirement. The procedure for registering comprehensive business licence agreements is set out in Resolution No. 346 of the Council of Ministers of the Republic of Belarus, dated 21 March 2009. An unregistered agreement is invalid; amendments and additions must also be registered. Replacing a contractual schedule may therefore require more than sending a new file: the amendment may need to be formally documented and registered.

Before submitting the documents, ask a lawyer to determine which documents must form part of the registration pack and to check the status of each schedule. Do not assume that every operational checklist needs to be registered, but equally, a contractual term cannot be taken outside the prescribed procedure simply by renaming a file.

Practical takeaway: before your first deal, draw up a schedule register, test the document pack against real operational scenarios and retain a single, consistent signed version. The pack is ready when both parties can find the same answer to the question: ‘What exactly have we agreed?’