Italy
English - Printable version
Italian - Printable version
Italy : Law on “commercial affiliation” (Franchising)
Approved by the Senate of the Italian Republic on April 21,2004
Note : this translation into English is provided by the EFF. Other available
translation in English are subsitute unofficial translations in English have
substituted the word ""commercial affiliation"" with Franchising.
The EFF has chosen, in this translation, to refer as closely as it can to
the original Italian terms, whilst marking their 'franchising" equivalents
in bold:
- "commercial affiliation" = franchising
- "affiliant"(which does actually exist in English, but which can be understood)=
franchisor,
- "affiliate" = franchisee
Article 4. Obligations of the "affiliant" (franchisor)
1. At least 30 days before the signing of a "commercial affiliation" (franchise) contract, the "affiliant" (franchisor)must provide the prospective "affiliate" (franchisee) with a complete copy of the contract to be signed, together with the following annexes, except those (annexes) for which objective and specific confidentiality requirements exist, which however shall be mentioned in the contract:
a) main information concerning the "affiliant" (franchisor), including corporate name and corporate assets and, if the prospective "affiliate" (franchisee) asks for it, a copy of the "affiliant"'s (franchisor's) balance sheets for the last three years or since the beginning of its activity, if the activity is in operation for less than three years;
b) indication of the trademarks used in the system, including details relating to their registration or filing, or to the license granted to the "affiliant" (franchisor) by the third party who owns the trademarks, or any documentation proving the concrete use of the trademark in the system.
c) a synthetic description of the elements characterizing the activity of the "commercial affiliation" (franchise);
d) a list of the "affiliates" (franchisees) currently operating in the network as well as a list of the "affiliant"'s (franchisor's)direct outlets;
e) indication of the variation, year by year, of the number of "affiliates" (franchisees), including their location during the last three years or from the date of the setting up the "affiliant"'s (franchisor's)business, if it is less than three years old;
f) a short description of any eventual judicial or arbitral proceeding raised in relation to the "commercial affiliation" (franchise) system against the "affiliant" (franchisor) and concluded during the last three years, initiated both by "affiliates" (franchisees) and private parties or public authorities in compliance with privacy law in force;
2. For the Annexes covered by items d), e) and f) of paragraph 1, the "affiliant" (franchisor) may limit his information to his activities on the Italian market only. The Minister Production Activities (Ministro delle attivit? produttive) will, through a decree to be passed within 90 days of the entry into force of this law, rule on the information covered by the said items d),e),and f to be provided by "affiliants" (franchisors) that in the past operated exclusively abroad.
Article 5. Obligations of the "affiliate" (franchisee)
1. The "affiliate" (franchisee) cannot transfer its registered office, as mentioned in the contract, without the prior consent of the "affiliant" (franchisor), except in case of force majeure.
2. The "affiliate" (franchisee) undertakes to respect and have respected by its own collaborators and personnel, even after termination of the contract, the maximum confidentiality on the content of the activity which is the object of the "commercial affiliation" (franchise)contract.
Article 6. Pre-contractual Behaviour Obligations
1. The "affiliant" (franchisor) must at all times behave towards the prospective "affiliate" (franchisee) with loyalty, fairness and good faith and must promptly provide the prospective "affiliate" (franchisee) with any data and information the latter deems necessary or useful for the purposes of signing the "commercial affiliation" (franchise) contract, except in the case of objectively confidential information or if such disclosure would violate the rights of a third party.
2. The "affiliant" (franchisor) must justify to the prospective "affiliate" (franchisee) any possible failure in disclosing the information and data requested by the "affiliate" (franchisee).
3. The prospective "affiliate" (franchisee) must behave towards the "affiliant" (franchisor) with loyalty, fairness and good faith and provide the "affiliant" (franchisor), promptly and in a correct and complete manner, with any information and data, whose knowledge is necessary or appropriate for the purposes of the signing of the "commercial affiliation" (franchise) contract, even if not expressly requested by the "affiliant" (franchisor).
Article 7. Conciliation
1. In case of dispute over the "commercial affiliation" (franchise) contracts, the parties can agree that before addressing the case to the courts or to arbitration, they must try to conciliate through the Chamber of Commerce & Industry where the "affiliate"'s (franchisee's) registered office is located.
Articles 38, 39 and 40 of the Legal Decree of January 12, 2003,N° 5, will apply, if compatible, to the proceedings of conciliation.
Article 8. Annulment of the contract
1. If one party has provided false information, the other party may ask for the annulment of the contract according to art. 1439 of the Civil Code, as well as for damages, if due.
Article 9. Provisional and final regulations
1. The provisions of the present law apply to any "commercial affiliation" (franchise) contract currently in force on the territory of the State at the date of entry into force of this law.
2. "commercial affiliation" (franchise) agreements signed prior to the entry into force of the present law, if not stipulated in the form required by Article 3, paragraph 1 (in writing), shall be formalized in writing according to the provisions of the present law within one year from the aforesaid date.
Prior written agreements shall have to conform to the provisions of the present law within the same delay.
3. The present law enters into force on the day following its publication in the Official Journal (Gazetta Ufficiale).
