Copyright in Franchising: How to Secure Rights to Your Materials

When preparing an established business for franchising, it is easy to check the trade mark and overlook menu photographs, video courses, illustrations and website design. Yet paying a contractor does not always mean acquiring the rights to use their work across the entire network. To build a sustainable franchise network, establish in advance which materials partners may copy, modify and publish, and which remain available only to your own company.

1. Create a register of the materials each partner will receive

Start with the contents of your future franchise package, rather than the contracts. Review advertising folders, the training platform, your website, social media accounts and the management team's files. List the works you intend to share with franchisees: product photographs, text, videos, graphics, packaging designs, presentations and original design elements.

Create a record for each item with five fields:

• title, version and location of the source file;
• creator or organisation that supplied the material;
• document authorising the company's use of it;
• permitted uses and restrictions;
• whether rights may be granted to independent partners.

Do not group everything under the heading ‘brand guidelines’. A single file may contain company-owned text, purchased images and illustrations by an external designer. Each component may have a different legal status.

Flag materials of unknown origin separately. A photograph an employee once downloaded for an internal presentation does not become freely available for advertising. Until you establish a legal basis for using it, it is better to exclude it from the partner library or replace it.

The result of this stage is more than a file list: it is a map of what the company is actually entitled to distribute. Make one employee responsible for keeping it up to date; otherwise, new materials will soon start entering the network unchecked.

2. Distinguish copyright from rights to the brand and technology

Russia has no single, standalone franchising law, but Chapter 54 of the Civil Code of the Russian Federation specifically governs commercial concession arrangements, the legal framework used for franchising. Article 1027 provides for granting rights to use a package of exclusive rights, including rights to a trade mark or service mark. Copyright is governed by Chapter 70 of the Civil Code, while the general rules on dealings in exclusive rights appear in Part Four of the Code.

These legal regimes do not replace one another. Registering a trade mark does not establish that the company owns the rights to a photograph featuring that mark. Nor does purchasing a copy of a manual, in itself, give the buyer the right to reproduce it for partners.

Copyright protects a work, not a business idea, working method or organisational process as such. The original text of an instruction manual may be protected, but the service concept it describes does not become the author's exclusive property simply because it has been published. Secret technologies and confidential information require a separate legal assessment.

A work generally does not need to be registered for copyright to arise. Evidence of its creation and the acquisition of rights is therefore important: contracts, briefs, acceptance documents, source files and correspondence. Under a commercial concession arrangement, the grant of rights to use the package of exclusive rights must be registered with Rospatent, Russia's intellectual property office. That registration does not remedy shortcomings in contracts with the creators of the materials.

3. Check the chain of rights from creator to franchisee

Divide the materials by origin: works created by employees, commissioned from contractors, and obtained from content libraries or stock photography providers. Each group requires a different set of checks.

Employee-created materials. Make sure that creating the work fell within the employee's duties or was carried out under a specific employer assignment within those duties. Article 1295 of the Civil Code governs works created in the course of employment. Having an employment contract does not, by itself, make everything an employee creates a work of this kind. Retain assignments, records of the work's handover and evidence of when it was first used; check author remuneration requirements separately.

Contractor-created works. Check that the contract provides for the necessary transfer or licensing of exclusive rights, rather than merely the production and delivery of files. This may take the form of an assignment of the exclusive right or a licence with an agreed scope of use. If the contractor was an agency, request confirmation that it has the necessary rights or authority in relation to works created by the contributors it engaged.

Licensed materials. Check the territory, duration, permitted uses and restrictions. A licence for one website or one company may not cover publication by dozens of independent franchisees. Granting a sublicence requires the licensor's written consent, and its scope cannot exceed that of the original licence.

For example, permission for a restaurant to use photographs in its own menu should not automatically be interpreted as permission to pass them to partners for outdoor advertising. Check that use separately and, where necessary, agree it with the rights holder before distributing the files.

4. Put a legally sound process in place for sharing materials

Align the library with your contractual terms. Specify which works the franchisee receives, for how long, in which territory and for which uses. Clarify whether materials may be published online, printed, adapted for local promotions or passed to contractors preparing advertisements.

Set out a procedure for approving adaptations. Acquiring an exclusive right does not override the creator's moral rights, including the right to be recognised as the author and the right to the integrity of the work. Permission to make changes should be checked separately, not inferred from payment for a design.

Keep only approved versions in the library. Place a brief usage note alongside each file, stating the permitted channels, restrictions, period of use and a contact for approving changes. If a licence is due to expire, send replacement materials in advance and establish a procedure for removing the old material from partners' advertising.

Before sharing materials for the first time, run a test check: choose an advertising design and trace the full chain of permissions, from the creator of each element through to publication by the franchisee.

Practical takeaway: give partners more than a folder of attractive files. Supply materials with clear provenance and a documented scope of permitted use. This reduces the risk of urgent advertising replacements and disputes within the franchise network.