How to Establish Copyright Rights for Franchise Materials in India

Sending photos, menu designs and training videos from your existing business to a new franchisee may seem straightforward. But permission to use materials at your own premises may not include the right to let another business use them. Before expanding through franchising, establish which materials you own, which carry restrictions and where your franchise partners may use them.

1. Create an inventory of materials and their rights

Do not stop at the logo. Include website photos, product descriptions, packaging artwork, promotional posts, training presentations and videos. This is separate from checking trade mark registrations: owning the rights to a brand name does not automatically give you copyright in every creative asset commissioned for it.

Record the following for each item:

• Who created it, and where is the original file?
• Which document establishes ownership or permission to use it?
• Does that permission allow you to share the material with franchise partners?
• Are alterations, translations and use in online advertising permitted?
• Are there limits on duration, territory or the number of users?

Divide the materials into three groups: those with clear rights, those with limited permissions and those whose rights are unclear. Keep the third group out of your franchise package until the position is clarified in writing. Having the original file is useful, but it is not proof of ownership.

2. Do not treat payment as proof of ownership

Paying a designer’s or agency’s invoice does not always transfer copyright. In India, initial ownership depends on the nature of the work, the employment relationship and any applicable statutory exceptions. Do not therefore treat materials created by employees, freelance photographers and agencies in the same way. Have existing contracts reviewed individually.

For example, you may have commissioned photos to promote your own premises. Before giving those photos to a new franchisee for local advertising, check whether the contract permits use by partners or only by your business. If the wording is unclear, obtain additional written permission or commission new materials.

If you want a copyright assignment, ensure the document clearly identifies the works, the rights being transferred, the duration, the geographical scope and the payment. If you only need a licence, expressly include franchisee use and permission for any necessary sublicensing. If the rights obtained from an independent creator are narrower than you need, do not promise broader rights in the franchise agreement.

Check third-party materials separately. A licence for a paid stock photo library, music service or font may cover the brand’s account without covering every franchise outlet. Consent from people appearing in videos and the associated permissions for use may also be separate issues from copyright.

3. Understand the role of Indian law and the agreement

India has no standalone comprehensive franchise law, central franchise registration system or mandatory pre-contract disclosure document regime. This does not mean materials can be shared without permission. General laws govern the relationship, and a contract clearly setting out the rights remains important.

The principal legislation here is the Copyright Act, 1957. It deals with ownership of protected works, exclusive rights, licensing and infringement. The Indian Contract Act, 1872 provides the general framework for the validity, performance and breach of agreements. Where use of brand marks is involved, the Trade Marks Act, 1999 is also relevant. Consumer protection and competition laws may apply to misleading advertising and competition-related conduct respectively.

Attach a schedule of materials to the franchise agreement. Set out the permitted media, the process for local amendments, access by external advertising agencies and restrictions on onward sharing. Also clarify whether permission covers only the outlet concerned or extends to the partner’s other approved outlets.

4. Establish a process for supplying and withdrawing approved materials

Once the rights have been checked, create a controlled library of materials. Record the version, approved uses and, where applicable, the permission expiry date for each file. Simply deleting an outdated or disputed file is not enough; you should also notify partners that they must stop using it.

For local promotions, specify whether partners may change only contact details or also images and messages. If a local agency creates new work, establish in advance who will own it and whether the brand may use it at other outlets.

Allocate responsibility for notification, suspending use of disputed materials and supplying alternatives if a rights holder makes a complaint. Set out a process for dealing with downloaded files, public posts and copies held by agencies when the relationship ends; address statutory record-retention requirements separately.

Practical takeaway: Before sending materials to your first franchisee, cross-check your rights inventory, the creator’s written permission and the partner’s licence to use the materials. Do not promise to pass on rights you have not obtained.