Franchise Freedom

Franchise Lawyer Kit Higgs DECODES FDDs (Avoid Legal Traps!)

• Giuseppe Grammatico • Episode 236

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Don't sign your franchise agreement without watching this! ⚖️ In this full Franchise Freedom episode, Giuseppe Grammatico interviews expert franchise lawyer Kit Higgs. Kit breaks down the FDD, explains crucial clauses, discusses negotiation, reveals his review process, and shares vital advice to protect prospective franchisees. Essential legal insights for anyone buying a franchise! 

DISCLAIMER: The information on this podcast is for general information purposes only. Franchising involves risk and careful consideration should be given before making any decisions.

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Because if you don't ask it, the answer is gonna be no. So I tell my clients, look, if there's that 1% chance that you can get it, ask for it. It's really about understanding all of your rights and responsibilities and realizing that you are not powerless in this relationship, that you do have rights, and if the franchisor does mess up, you can do this or that. it's great that you can ask it to'em in person then and see how they respond, right? And whether or not they're making eye contact, whether or not you think they're being truthful because you need to make sure that you are partnering up with the right person that's a good fit for you. Welcome to the Franchise Freedom Podcast, where you can escape the corporate trap through franchise ownership. Here's your host, Giuseppe gr, the franchise guide. Welcome to the Franchise Freedom Podcast. I'm your host, Giuseppe Grammatical, your franchise guide, the show where we help corporate executives experience time and financial freedom via franchising. Thanks for joining us today. We have a very special guest. I think you guys got sick of just seeing me. So we brought on today a good friend of mine, kit Higgs from kit Franchise Law Kit. Welcome to the show. Thank you. Thank you, Giuseppe. Great. Happy to be here. We spoke a while back. I've been meaning to, to bring you on as the, franchise attorney expert. And we've been getting a lot of questions on this topic. Thanks again for joining us. If you could give the audience a little bit of background of who kid is, how you got into this field we'd love to hear that. Sure, sure. So somewhat of a long, little windy story here, but I was working as a prosecutor in child abuse and juvenile delinquency, and my phone started blowing up. I was actually in trial and I got, three phone calls in a row. Thinking it was an emergency. And so I stepped outta court, called this guy back. It was Todd Kirby. I'm not sure if, do you know Todd Kirby at all Sounds familiar. Yeah. So one of my buddies and he started a franchise sales organization called St. Gregory Development. Ah, yep. Okay. And needed a lawyer. And so he said, Hey, kit, wanna hire you? And I was thinking, my gosh, I thought somebody was in a car wreck or something was, seriously wrong. So I said, Hey man I'll talk to you later on this afternoon, what have you. Talk to him later on. He said, Hey, you look I wanna hire you to be our lawyer. And I knew nothing about franchise law. I was a prosecutor in child abuse. Switching over would be a, a huge change. And so I said no, I turned him down. I would've loved to work with friends, but I said, I don't know this area of law and I can't provide you advice on it. Well, later on I talked to a friend's father who was a mentor and over beers and he said kid franchise law is one of those areas where you really gotta get your hands dirty to learn it. There aren't too many law schools that actually teach franchise law, so go try it out and see if it works. And that's what I did best decision I ever made. So I first started working out just making sure that. When he took this role that the sales guys at STG weren't overselling, that they were following the FTC rules and regulations on franchise sales? Well, really learned franchise law was when one of the partners decided, you know what? There's a void in the marketplace right now in franchising. There's nobody doing indoor cycling. So we created this concept called Cycle Bar, and my first role as general counsel was to write the franchise disclosure document and the franchise agreement. Same documents that I review now. Right. I actually had to write and of course I didn't write this myself. At the time we used this law firm outta Chicago, one of the best law firms out there. and they helped me write it, and I needed to know everything about this. I had a hundred questions back to them. Why do, why, how do you come up with a royalty rate? What are the positive negatives if you do this or that with a territory size? I needed to make sure I knew everything, because at the end of the day. I knew that my name was gonna be on this document. it would look pretty bad if a franchisee were to call me up and say, Hey, kit, I'm considering buying your franchise. Maybe this is a candidate. I wanna know what section 13 point 0.4 means. And if I were to say, geez, I don't know, let's talk to our lawyers that look, that would look really bad. So I needed to make sure I understood everything about it. And so then once we got our, the documents issued, I was taking what I learned. Implementing those terms and seeing what works and what doesn't and then refining it and each year revising the documents and really understanding this is a living, breathing document that should be changed year to year needs to be, obviously the FTC requires it, but you know, you've got some changes to the system. You need to make sure franchisees are aware of. Because the whole point of the disclosure document is to disclose important information to give buyers a good understanding of what they're buying into before they're locked into a contract. Right? So that's how I got started really understanding the franchise agreement and franchise disclosure document. Then we had franchise open operating. It was figuring out what works. And then once the company got bought out. They were about to go public is when I decided to start my own firm. And since then I've just been representing franchisees doing FDD reviews. So I've done several hundred in the last year I'll do more than a few hundred this year. And so I've got experience there so I can tell you what's normal and what's not, and I think that's there. I bring a lot of value when I provide my reviews. Right. Yeah. I mean, the industry of franchising, it's a business in and of itself When you're doing the review, you really need someone that has a background in franchising that really understands franchise law, especially when you're not sure. Is this normal wording in an FDV? Correct. Absolutely. I get people all the time asking, Hey, is this normal? Is this not? I just did a review yesterday. The royalty rate was 40%. Wow. Never heard of that. And yeah. but it makes sense for this system. And so I was telling the franchisee look, this is the highest royalty rate I've seen, but it makes sense for this business model. Right. And so I'm comparing and looking at all these other business models and seeing what is industry standard. And if there's an outlier, it doesn't necessarily mean it's bad. The franchisor could be really innovative. They could be doing something a little bit different. And I think that's a great thing if you investigate and dig a little deeper and find out, does this actually work? I agree. I always, when someone had looked and it was, I think it was over 20, 20% and I said, well, that's definitely higher than what we normally see. But the better question is not, is this too high? It's, what am I getting for that royalty? You have to make sure it. Sense, especially if they're taking a lot of the stuff off your plate, or now you don't need an office or an assistant or bookkeeper because maybe bookkeeping is bundle in there. You want to really see what's included and validate talking with the franchisees, making sure that they've been happy, with the services and the support from the franchisor. Yeah, I get questions a lot and I am not an attorney. I'll be first to admit that and is this nor normal wording, is this normal? And I always refer it back to the attorneys because, it, there, there is some wording. I, again, I'm not an attorney and I don't understand specifically what it means or it sounds like the franchise or may not be able to, are they competing with me? Are they not? I don't understand, what this looks like. I always tell people, speak with a professional in that space And if you disagree that I, this is a good conversation because I wanna make sure I understand this correctly, but when the point of. Reviewing this franchise disclosure document, which by the way, for everyone listening in, if you haven't listened to past episodes, the franchise agreement is contained within the FDD. So you hear all these terms, but the franchise disclosure document is the complete document. The franchise agreement is in that document. But you know, people will say, well, that document really is written in stone, so why do I need a franchise attorney? It is what it is. But my understanding is, number one, you're doing it for the review, for the peace of mind in there, making sure that there aren't any red flags, and maybe even potentially, I know there's a couple questions built in here, but potentially maybe there is some type of negotiation or wiggle room. Can you talk a little bit about that? Sure. Absolutely. Now most franchisors are gonna take the stance that there's nothing negotiable in the documents. And I understand that because that's how I dealt with things when I was general counsel cycle bar, I wouldn't change anything. But it provided an opportunity for me to explain why we've got it in there. And so if there's an area that I think you could potentially ask the franchisor to make a change, I say ask it. And so the ask is twofold or the importance, it's important for two reasons. Number one, if they say yes, great. They will write up the addendum or the amendment and they'll send it to you, and then you just send it to me and I'll review it and say, yep, it says exactly what it's supposed to. And there you go. But the other reason why you should ask it is, so it does provide that opportunity for a franchisor to explain why they've got it in there. A liquidated damages clause. When you take a look at that candidates say, oh my gosh, there's a liquidated damages clause in here. Yeah there's a reason why there's one in there. Have the franchisor explain it. If they can't explain it, I dunno, maybe it shouldn't be in there. Agreed. Yeah, that makes a lot of sense. And I mean, the document's written in simple, I. Simple enough terms, but it for someone to get through the document, not saying they understand all the law, but it's written, I forget what at what grade level. But it's simple enough that everyone should be able at least to read through it. Maybe not understand it completely, but there, it's not overly, it's not an overly complicated read if I understood correctly, correct. It's just dense. And it's a lot of pages. Yeah. I tell a lot of my clients, look I'm like the CliffNotes version that the yellow and black documents he used to use was in middle school and high school. I will go through the documents and raise issues that you weren't aware of. Because you may be focused in on an area that you think is it's worrisome to you, but in reality, it really shouldn't be where you're focusing your time. You should be worried about another area. And so I explain, Hey, look, maybe you should be looking at this when you've spent most of your time looking at that. That makes sense. I always tell people, we'll say, well, the franchise agreement seems to be written in the favor of the franchisor. And I take a step back and say, you are right. It's written in the favor of the franchisor. but really it's written in the favor of the brand itself because. At the end of the day, they want all franchisees presenting themself the same way, the same brand, the same service, the colors, the fonts to, all the details. So that they're not making special arrangements. Well, we're gonna treat you this way and then all of a sudden, and treat someone else a different way and or give them all these exceptions. And ultimately they wanna keep it universal. They wanna keep every the everything fair everything the same. But on occasion, maybe there is. Some wiggle room. I don't know if you can even talk about that, but, I'd say what would be an example of maybe a negotiation or a change in an agreement if any? First you, you brought up a good point, and most, most, most of my clients, when they're looking at the Franchise disclosure document, the franchise agreement, they see, oh my gosh the franchisor can do a lot. There's a lot of may franchisor, may do this, may do that. Well first they've gotta understand that this document is good for the next 10 years, most likely, most franchise franchisors have 10 year terms. They're occasionally five year terms, and sometimes even seven, but 10 is the most common. So this document has to be able to survive all the changes and economic conditions with competitors and with building a system. Maybe they've got 10 franchises now, but they'll have 200 in two years. And so this document's gotta be able to deal with all that change. And so You wanna have good lawyers drafting these documents that are going to protect the franchisor and then it's also gonna protect you, the franchisee. And so there are a lot of ways that you can see actual fairness in the documents. One of the areas is a prevailing party provision. Anytime I see a prevailing party provision, that means basically. That the franchisors agreed whoever wins in a lawsuit, if we've got a dispute and it comes to blows and we either have to go to arbitration or litigation, if there's a prevailing party provision, it says whoever wins gets their legal fees paid for by the losing party. and when I see that, I think, wow that's really good. Because if the worst case scenario does occur, if you're actually right and you proceed that you will have your legal fees paid for. So you. Not out anything. and it causes both parties really to come to the negotiations table before they spend a lot of money and time going down the path of litigation. So that's one area where I see actually more fairness brought into this. Now you mentioned originally do franchisors. Are they willing to make changes to documents? Yeah, occasionally they are. And I can't predict when they will do that because it's dependent upon a variety of factors. They may say, well, we really love this franchisee, so we'll be willing to bend the rules a little bit for'em and provide them maybe a right of first refusal on an adjacent territory, right? Or maybe give them the opportunity to expand for a cheaper price. Maybe give them a discount. And again if they are willing to do that they will write it up and then send it to you the candidate, and then you can send it to me and I'll review it. But most of the time, franchisors really don't change a whole lot. My review isn't about going through and redlining the documents and sending you 50 pages of changes that we'd wanna make. The franchisor would just take a look at that and say, well, no, we don't make any of the changes. Your lawyer just spent,$15,000 or you just spent 15,000 the legal fees for no reason. It's really about understanding all of your rights and responsibilities and realizing that you are not powerless in this relationship, that you do have rights, and if the franchisor does mess up, you can do this or that. It's really about understanding what you're buying into because it's a 10 year contract Given the length of time. it's very important to review it. Even if you're working with someone review the document, go through it a couple times. Cover to cover, make sure you understand it, mark your own notes there. I think that's something I recommend to everyone. And the biggest piece of advice here is get everything in writing. So if you are discussing something and someone says, yeah, we could do that, or we can arrange that, maybe it's we had someone that needed an extension for personal reasons. They couldn't meet the six months and it was a pretty good reason and we will extend it. I go. Just get everything in writing. Let's just play it safe. It's not that people forget, maybe employees leave within the organization. So it's always a safe bet. one question that came up and maybe this is case by case, but you sign a franchise agreement, do the review, you move forward. You're five years into a 10 year agreement. Then you go to sell, obviously you have the ability to sell the agreement. You don't have to stay the whole 10 years and you could sell it to someone else. When that buyer purchases the franchise, are they really continuing your franchise agreement or are they usually signing a brand new franchise agreement? 10 years. Can you I guess what is normal in that case? Well, that's a great question to ask and it's a great question to ask the franchisor because it is dependent upon the situation. When I was at CycleBar If you were selling a franchise and you've got maybe six years left on the term, so you're in year four the incoming buyer we would love to have on a 10 year term. So what we would do is transfer over the remaining term. So that the document itself, that franchise transfers over, and then you sign that franchise agreement, the transfer assignment agreement, and then we reissue a new agreement. With a 10 year term. Now there are situations though where you have a franchise, let's say, that signed in 2020 and with a 7% royalty. And in 2021, the royalty went up to 10%. And so in those situations, you can work the franchisee. the franchisor will say maybe we'll grant you the right to have that old royalty for the next three years. And then after that you'll switch over to this other royalty. there are certainly tweaks and changes you can make to it. But franchisors generally want you to be on a longer franchise term. They don't want you to have, buy a franchise and then you're out in two years. ultimately, when you're looking at a resale you're looking at both franchise agreements, right? You're investigating the franchisor. Maybe you wanna go out and start, in a new territory. You're comparing that to the resale. So you're kind of doing two, double the due diligence, making sure you have the whole picture. Ultimately you're gonna be with the franchisor, so you wanna make sure that fits there for that 10 year 10 year agreement. Question I get to on. This is actually one that's been coming up for some reason a little bit more often, is what is included. And I'm gonna explain dive a little bit deeper what's included in the franchise disclosure document, to give you a little bit more context, every year we're in refiling season, so every year in the us they'll renew the agreement. It'll have last year's information. So the new F DDS coming out will have the 2024. Data in that agreement. But specifically, I get questions like, well, okay, they're giving us a financial representation. They're giving, which is an item 19 or an item seven. They're giving us a range of investment. What is normally included is that every single franchisee in the system does the franchisee have to be a franchisee for a certain length of time. I guess those are the questions I get just because it is only being updated once a year. Item 19 generally is gonna have financial performance representations spanning a full year. Okay. And with emerging brands, you may not have a full year of financials to to disclose. And that's really then done on a case by case basis that the franchise lawyers or the franchisor's lawyers will decide what is appropriate in that context. Okay. I've seen some where they include just six months of data and that's all they've got. And with proper disclosure though, you can say, look, this is all we have. These are the two corporate owned locations. These are the data, this is the data, and that's it. Right? And some in that situation will say, well, we only have six months. We don't have a full year. Let's just not disclose this year. Let's disclose when we actually do have a full year. Okay? So it really is dependent upon the franchisor's advice. Perfect. Ultimately, what I advise is if you want some additional information, that is where the validation and the franchisee call franchise validation calls, which is speaking with existing franchisees. You may have someone that, maybe was a few months in, but we're now in April, so they have three, three complete months of this year. And maybe it's not included in the FDD, but you can ask'em like, Hey, how are things going? Q1 of 2025 was, the investment in line, what are your numbers looking like? So you can absolutely speak with franchises. So it's a combination. It's the agreement. You can obviously, learn a little bit more on the on the validation calls. And what I will also say in a comment I get is, although the items are the same, I. The agreements the way the information is kind of, presented is different. I've seen DDS that have profit loss of every franchisee I've had. Dds item 19, that's completely blank because maybe they are newer or the model has changed and they wanna give it time to, to reflect. And I have others where it's a paragraph, so there's it, there's no real, it to, it's my understanding. There's no. it has to state the numbers in a certain way. Is that correct? Correct. Just can't be misleading. I've seen some that basically look like they're ripped off of the internet. That somebody, a bot from ai Did it? They bought the franchise disclosure document from, legal Zoom and then others, they've hired these artisanal craftsmen who, they put. Pictures and, it looks like a painter created it. You wanna just see the present or the information be presented in a way that's not misleading. It's very easy to understand average median highs, lows disclosing when the locations opened up. I think is critical to have that. And then depending upon what type of business it is you're seeing how they break down the revenue. and where that's coming from and how often so you get a better sense of what you could potentially earn. And of course they're gonna have a disclaimer in there. Some outlets have earned this much, your individual results may differ, but at least you'll get a sense of what is potentially achievable here. And the best item nineteens that I see are ones where I see the franchisee doing better than the corporate locations. That's when I'm like, wow. It shows that the model works here, right? They're doing better than the ones that you've owned and operated for the last 10 years. absolutely. I mean, they factor everything in the royalties, but you wanna see that, you wanna see the franchisees doing better as they grow. They're just focusing on that. One business, the franchisor has their location or their territory. They're running the franchise. They have a lot of stuff going on. And all that information is really gathered. That's direct input. Even going to the investment, the item seven, which is the investment range it's all inputs right at, end of the year they're gathering information from the franchisees. Maybe they. Are able to import directly from QuickBooks or whatever their accounting system is, but they're gathering that information because sometimes you'll see some ranges, a hundred to 300,000. Well, that's a big swing and there's a lot of variables. Obviously, if you're buying leasing equipment or a. Have a manager in place or running it full time. But that is all in this information's not made up. These aren't just, estimates. This is what we think. It's give us your data. They put it all, they put it all together, and they have these ranges. Correct. Am I correct by that? Okay. Yep. And that's what they'll typically risk in the first couple pages of the FDD. They'll talk about general risks when buying a franchise, and then the next page after that are special risks. And if a franchisor is emerging, they'll put in there that, this is riskier, a potentially riskier investment. It has a short operating history. And I'll explain to my clients, yeah, it's because item seven and item 19, I. If they don't have a whole lot of franchisees open and operating they don't have all these other data sets right. Now, if they had a thousand locations open, well, those a thousand locations, they're gonna be using that data to, to figure out what their item seven ranges are. The data's gonna be really solid. Item 19, they're gonna show data from a thousand locations. So it's, in emerging brands you've gotta look at, all right, well here's all the information we've got. And do I have enough to actually make that informed decision? Some will say yeah, maybe I should wait until the next year's FDD, especially right now. But you know, the franchisor will tell you, Hey, maybe the royalty rate's going up. You may wanna sign under this version now because the next one will change. It's very dependent upon that situation. And depending how long it takes for the refile and getting new FDD, that territory may not be available or the Territories. For some of these that are selling like hotcakes, The territory could be gone by that time. Any other, I mean, there's all the parts are equally as important, but and then I want to go into kind of your process and things like that. But when reviewing, the FDV standouts, there's so many different sections such as there's a legal section, right? If there's have been any lawsuits, Can you talk to us a little bit about maybe a general overview and then I want to go into your full process of areas to. Think about or focus on, considering the whole document as equally as important. Sure. Well, you mentioned litigation and item three and whenever somebody, when I have candidates that see in an FDD litigation, They tend to get a little scared. Oh my gosh. The franchisor was sued. And I don't necessarily, I take a look at every case that's listed. If they file arbitration, it's all private. So I don't know what happened, but if they file in state or federal court, I can typically see what occurred. most of the time it's just run of the mill stuff, a dispute that you have with a franchisee. And there's really not a whole lot there, but if you see a lot of them. That then is an issue, right? And then you look at item 20. So you see a lot of litigation in item three, maybe three to five cases. And then you go to item 20 where it shows us the outlets. And you go to the transfer section and you see that they had 20 transfers last year and they had 30 terminations. That may indicate that the franchisor is having a little bit of a crisis and maybe they've got a new executive leadership team that is taking a really hard stance on maybe minimum performance guarantees, right? And seeing, all right, well we need to clean house. So there's a lot to look at. And it's not necessarily looking at one individual portion or item of the FDD, it's looking at it. In combination with the others. So if there is, lawsuits listed item three, then I go to item 20. I'll look at trademarks. Item 13. That's not something that people typically look at, but I wanna see what. Potential revenue streams they're gonna add on, right? So maybe they filed other trademarks that they wanna have. Also make sure that they own the trademark. When you buy a franchise, you're getting the rights to use the mark. The system in the territory. So you wanna make sure that you're trademarked, you actually have the right to use it. And occasionally I've seen some issues with that. It's more of an administrative side where a different entity actually owns it. May have it listed in the FDD but it's just making sure you've got the whole thing here. And I want to check and make sure everything lines up with what they're telling you. It's a very important document. What I advise people on. And then I want to go into kind of your the process is number one, a franchise, a franchisor will give you the FDD at different points in time. It may be on the intro call. It may be on the second call. The document is extremely important, but you wanna make sure the franchise, at the end of the day is a good fit. it's a legal document. It's not the most exciting document, but it is extremely important to review. So what I tell everyone is make sure the fits there. May take you a couple calls, you dive in, dive into the agreement, and then. Look into, as you move further along, maybe you narrow it down to one or two brands, or maybe it is that one brand. And doing that review now, the review you can do on your own. I always recommend looking into speaking with a franchise attorney specifically as we mentioned, a franchise attorney. Not, your friend who practices law that knows nothing about franchising, so it's always a good idea. It is an investment, but it's gonna be a thorough review. It's gonna give you kind of that peace of mind. It's gonna answer all those lingering questions in the back of your mind. Is this normal wording, what do I do in this case? Can we do an addendum and that kind of deal? Highly recommend it, and this is done later on in the process. You wanna make sure there's a fit, you had a chance to review it. And then as you kind of, maybe you start off with three or four brands and narrow it down that's when you hire someone like kit to, to do that review for you. So with that being said, give the audience maybe what is your process length of time and anything else, I guess what to expect when working with you. Sure. So I'm typically the last part of due diligence. It's when a candidate is ready to move forward and they've typically they're either about to go to Discovery Day or confirmation day, or they've just returned. Right. And I generally recommend that you do the review before you go to Discovery Day, so you're armed with questions that you can ask them in person. Because my review is gonna reveal a lot of hard hitting questions that you want to ask the franchisor. And it's great that you can ask it to'em in person then and see how they respond, right? And whether or not they're making eye contact, whether or not you think they're being truthful because you need to make sure that you are partnering up with the right person that's a good fit for you. So I generally recommend you do the review. Alright, well, I'm not sure that I, I'm 90% there. I wanna get to 95% and then I'll do the review. That's fine too. Either way before or after. It's generally right around that time, right? So my review is fairly simple. It's three steps really. I've got an intro call. 15 minutes over Zoom where I wanna learn more about the candidate and what they're looking at what franchise they're looking at buying. Why you're buying, why are you buying it? Who else is involved here? Because I wanna make sure that they're also part of the conversation. Is it your wife, your brother, your sister your mom, or your dad? Have them also in the call. So first call is just getting to know them and explaining my process. What I do, second step is I send'em the engagement letter that'll list my flat fee in there. My flat fee to review one franchise is$2,395, and to review the purchase of multiples is$2,895. So I send my engagement letter, list the flat fees in there, all the candidate does, which is by this time it really is now my client. They electronically sign it and send me back the FDD. Then I do my homework. And then we have the review call. The review call is an hour and a half over Zoom, where I share my screen, and I have the Zoom AI bots enabled too. So we have the, I send a note summary afterwards showing everything that we talked about. And so then we go through the document, literally cover to cover pointing areas. I like areas, I don't like areas that are unusual in a good way or bad way. Questions to ask the franchisor, areas of liability and all of that. And at the end of the day, then the franchisee candidate should have an amazing understanding of what's actually in the document. It shouldn't be as intimidating as it was beforehand, right? Which it is, it could be an intimidating document if you've never read one before. And then you start reading others and they all have the same, setup for the MO for the most part. No, that's awesome. It's very inclusive as I mentioned it. It kind of, it answers a lot of the questions and kind of clears up certain sections because I've read quite a few agreements and sometimes I don't know what some of the sections mean or I have to kind of go back and forth if there are additional questions come up or based off the responses, there is gonna be some back and forth. Correct? Absolutely. So you may have five questions, they come back with responses. Is it more of you communicating through the franchisee yes. Do you speak with the attorneys on the other side? Is that, does that happen often? Okay. But most of the time it's the franchisee talking to the franchisor. Okay. I think life would be a lot less complicated if lawyers weren't the ones that were talking. The lawyers should be there to formalize things. and make sure that whatever agreement was made actually is. So I tell my clients, go. Ask the franchisor directly. They'll provide responses, and sure, you can run those responses by me, right? Because they wanna know, oh, wait they said, yeah, they agreed with you, kit. But they said this. Is that correct? Right. Oh yeah. It is. Absolutely. Feel free to go ahead. Just getting assurances because this is most of the time this, these are my client's first time buying into a franchise or buying a business. So they have no idea what to expect. And so they just want assurances. They wanna know is, again, is this something I should be doing? I love that. That's great. And I like the idea that you're focusing on this area because in the past. People that are in kind of same position, fra franchise attorneys, they also had clients. So there was a conflict if they were working with a certain franchisor. And it's like you had to check, are what's your current client list? Can you do an FDD review for this specific brand? So it just, it's really simplifies things. Flat fee, it eliminates, well, should I ask this question? Am I gonna get charged? So this way it's kind of all inclusive. It's peace of mind and again. It's done towards that end of the process. Anything we didn't talk about? These are most of the listeners we pulled the listeners a majority are first time. We do have some people that own a franchise maybe looking at additional, but there's a lot of corporate executives that are, I. Looking to invest in their first franchise. So any other advice you'd like to to give the audience? Well, it's just, it's never too late to engage an attorney. I'll typically have clients that'll, call me up and maybe it's the day before they go to confirmation day. Or even, a night before they sign the franchise agreement. Call me in a panic. Hey, I didn't get a review done. Is there any way you can help me? And if I can. I will I'll move heaven and earth to try to squeeze them in because I know it's a scary time. But it should also be an exciting time. And you always have to remind'em of that. Look you're making this change for a reason. You've done everything you need to do. And now you just need to dot the I and cross the T's. And that's where, I come in and say, yeah, everything looks great. Or, Hey, maybe just ask these last few questions. And then, all of your fears or most of the fears really will kind of be washed away so that you can feel confident moving forward.'cause the last thing you want is a hesitant or reluctant buyer. Because if they feel like they're pushed in, well then three months down the road, they may think, oh my gosh maybe I shouldn't have done that. No, they should feel confident. I made the right decision. I did everything that I needed to do before I bought into this, and I'm just gonna move forward and kick ass and take names. Right. That's why I encourage people, if you have questions, bring it up with the franchisor, bring it up with you, on the legal side. Bring up those questions, jot them down because you'll forget. And I have them kind of keep a running tabs each brand questions, concerns pending, all that kind of stuff, because you want to get it outta your head because. It could be an overwhelming process, especially when you're searching in the very beginning stages. We're working together, but you may be talking with three different brands. It does get a little bit overwhelming if you've never done this before. Love that. I think that's some awesome and some really good advice fun fact. I heard you're a movie star with De Niro. Is this true? Oh man. yeah. So yeah, I was in a movie like a year and a half ago. I think it was like, I mean, they cut my hair super short, had to shave my face. And my role, I was the mare D in what was at the time called the Wise Guys. Okay. and Bob De Niro walks up to me'cause he is going to have dinner or lunch with hi. The other character and you see me for like, I don't know, my wife says it's like a second. It might be less than that. The camera kinda sweeps by and I mean, if you didn't know me, you wouldn't know that was me. But it was fun. It, as it was all get out and it's amazing. That took two days to shoot. You literally see it for like, it's just a flash. It takes so much. Yeah. They record so much for that. Yeah, exactly. I've heard that. Yeah, it's unfortunately the movie's not really good, okay. I've seen it. I was hoping that I'd be, this really small part in like a, the Godfather? Untouchable. It's like a really classic mafia movie. No. I mean, the reviews are terrible. That's funny. So fun, fun. I mean, if you ever get the opportunity, to be an extra it's, it's cool to see another way another business works and all that goes into it. It's amazing how much time and effort goes in. I mean, I was blown away to shoot the scene 15 times. Just him walking to me. And cut your hair. Yeah, exactly. I love that. I was on last spring, diners drives a friend of mine. Oh yeah. Jersey Shore Barbecue here in Point Pleasant. And we went there. They recorded, we were there for about four or five hours. We watched the episode and it's. I think my back for a second because, they're recording they need the extra footage. Obviously they can't come back, but it was two days and the show is a half an hour. but it's actually not you take out commercials and obviously there's three different restaurants. So really it was seven minutes of footage that they took. And it's crazy how much filming and what they actually include. But no, awesome. This was fun. This was. Actually, I'm gonna, send, this may be an email we send out just to. When people have these questions, a lot of it is not just answering those direct questions, but the expectations of the document, what to expect, why it's written in this way, the realistic expectation of changes and things like that. I think this is super helpful because, at that point, and I've had people say, well. I'm in, I'm a negotiator and I'm like, that's great to negotiate. You can ask, but you're not, you can't change the franchise fee. Maybe you can delay the opening. Maybe you get a zip code thrown in, but you're not changing the royalty because legally franchisor really has to treat everyone the same. These conversations are great and it's not just coming from me. I'm like, you're hearing it directly from Kit, a franchise attorney. So I appreciate that this was. Really helpful. I really appreciate your time. I learned a lot. I got some of my personal questions and questions that I get on a daily basis answered. And yeah, looking forward having you back on the show. So if you think of anything else or. Things change in the franchise world. I'd love to have you on back on just for an update, maybe changes or kind of like when the UFOC went to the FDV and some of those other changes. That's when I got involved that, that's dating myself. Yeah. Keep us posted and we'll let you know when the show goes live. Thank you. Thank you. Appreciate being on here. Absolutely. Thanks again. All right. Goodbye. Thanks for tuning in if you want to learn how to make the transition from corporate to owning your franchise. Join Giuseppe on the next episode. You can also follow on all social media platforms and achieve financial and time freedom today.

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