This model form follows the drafting technique currently used in common law countries, based on representations of the parties. The task force decided not to deviate from this traditional approach, but the users should bear in mind that the term ‘representation’ has no legal meaning in most civil law jurisdictions. In such context it simply means that a party informs the other about something, unless the wording is such that it may be intended to be a promise to warrant a certain result.

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19.1 The Franchisor represents that:

  1. it is the owner of or it has the right to use the IP Rights, including the right to license such IP Rights;
  2. the IP Rights have been registered for the country where the Premises are located, according to the registrations referred to in Annex 1;
  3. as far as the Franchisor is aware, the use by the Franchisee of the rights granted under Article 3 of this Contract does not infringe the rights of any third party within the country where the Premises are located; and
  4. it is not aware, at the time of the execution of this Contract, of any claim or proceedings brought or threatened in respect of any of the IP Rights.

19.2 The Franchisor undertakes to maintain the rights set forth under Article 19.1 (a), during the Term of the Contract.

19.3 The Franchisor reserves the right to add, delete and/or substitute intellectual property rights other than the IP Rights for use in identifying the System.