Franchise Photography and Design: Check Usage Rights Before You Buy

When buying a franchise, you receive more than a name: the package may include photographs, advertising layouts, menu designs, manuals and other materials. But receiving the files does not automatically give you permission to use them commercially. A consistent visual identity helps a franchise network build recognition, but legal protection depends on the paperwork. Before paying, establish who created the materials, what rights the franchisor holds and whether those rights cover your outlet.

1. List the materials and how you intend to use them

Rather than asking whether “all the paperwork is in order”, start with a specific list of what you will need to open. Ask to see samples and establish which materials are compulsory, which you can replace and which you must create yourself. The franchisor may not provide the full archive before the deal is signed, but you can agree a list of assets and a description of the rights in advance.

Your checks should cover:

• photographs of products, interiors, staff and models;
• illustrations, videos, music and animation;
• layouts for signage, packaging, menus and advertising leaflets;
• website copy, product descriptions and training materials;
• font files and templates for producing your own advertising.

For each item, specify the intended uses: printing, website display, social media posts, use on delivery platforms, resizing or adaptation. Wording such as “for business promotion” does not always make the full scope of permitted use clear.

For example, permission to display a photograph on the franchisor’s website does not, in itself, establish a franchisee’s right to print it on packaging. Check separately whether your contractors may receive source files and alter layouts. This matters if a local printer or advertising agency will be adapting the designs.

2. Check how the franchisor obtained the rights

Copyright in Russia is governed by Part Four of the Civil Code of the Russian Federation. As a general rule, copyright arises when a work is created: photographs, texts and illustrations do not need to be registered. A trade mark registration certificate therefore does not prove ownership of the rights to the other elements of a franchise’s visual identity.

The franchisor may own the exclusive rights or use the materials under a licence. In the first case, check the basis on which it acquired those rights; in the second, check the scope of the licence and whether it allows the franchisor to authorise use by others. Sublicensing requires the licensor’s written consent, and the permission must cover the required uses and periods.

Request the following documents, or extracts relevant to your transaction:

• contracts with photographers, designers and agencies;
• provisions assigning exclusive rights or granting a licence;
• acceptance certificates and schedules identifying the specific works;
• documents relating to works created by employees in the course of their duties;
• terms and conditions for stock photography services and other content libraries.

Commercially sensitive information can be redacted. However, the documents provided should make clear which assets are covered and the legal basis on which you may use them.

Paying a designer for their work does not, in itself, establish that all the necessary rights have been transferred. Similarly, read an agency contract alongside its schedules: it may cover the creation of a layout without granting sufficient permissions for the photographs or fonts used within it. For images of people, separately check any necessary consents to use their likeness: the photographer’s copyright does not remove the need for this check.

3. Record the permissions in the franchise agreement

In Russia, commercial concession arrangements—the legal framework used for franchising—are governed by Chapter 54 of the Civil Code. Such an agreement grants the right to use a bundle of exclusive rights, including rights to a trade mark or service mark. The grant of the right to use this bundle must be registered with Rospatent, Russia’s intellectual property office; without registration, the grant is deemed not to have taken effect. Registration does not, however, replace checks on the rights to photographs and designs.

Permission to use copyright works can be documented as part of the contractual package, subject to the rules in Part Four of the Civil Code. Ask a lawyer to check whether the works, permitted uses, territory, duration and payment terms are sufficiently defined. Do not rely solely on a statement that “the brand guidelines will be supplied”: those guidelines may explain design rules without granting permission to use every asset they contain.

A useful approach is to prepare a schedule listing the materials, file names, versions and permitted uses. If the library is updated regularly, agree how its contents will be recorded and how rights to new files will be confirmed. A simple link to a folder whose contents can change is problematic: it may later be difficult to prove which material was supplied and on what terms.

Also set out a procedure for approving adaptations. Clarify whether you may change text, crop images, translate captions and pass layouts to a contractor. Any permitted alterations must respect authors’ legally protected rights.

4. Agree who pays if a third party makes a claim

Even thorough checks cannot rule out claims. It is useful for the agreement to include representations by the franchisor that it holds the necessary rights and is lawfully entitled to supply the materials for use. Article 431.2 of the Civil Code governs representations of fact and the consequences of their being inaccurate. The wording should relate to specific materials and permitted uses, rather than vague assurances that the business is “legally sound”.

Discuss in advance the procedure for notifying the franchisor of a claim, sharing documents and involving it in resolving the dispute. Establish who will supply a replacement for disputed material and pay for reprinting packaging, replacing signage or reworking advertising. The grounds and procedure for reimbursing costs should be expressly agreed, not assumed.

Distinguish between each party’s responsibilities: using an official layout unchanged is different from independently adding a photograph found online. An agreement between the parties on how to allocate costs does not prevent a rights holder from bringing a claim against the party that actually committed the infringement.

Practical takeaway: before buying, obtain a list of materials, evidence of the relevant rights and written permission for your intended uses. If the provenance of compulsory design assets cannot be verified, agree on a lawful replacement before launch—not after a claim arrives.