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Yassine Khalfalli, Unsplash

Most business owners skim the miscellaneous section of a contract. That is a mistake. These provisions often control how disputes are handled. One of the most important is the waiver clause. It protects you when you choose not to enforce a minor breach so that decision does not become a permanent surrender of your rights.

Most People Skip This Section
When clients review contracts, they focus on the obvious terms. Price. Scope. Term. Termination.

Then they reach the end and see a heading like “Miscellaneous” or “General Provisions.”

It sounds harmless. Administrative. Boilerplate.

So they skim it.

Sometimes they skip it entirely.

That is where problems begin.

The Back Half of the Contract Often Decides the Fight
In real disputes, the miscellaneous section shows up more than people expect.

Venue and jurisdiction clauses decide where the lawsuit happens.
Notice provisions decide whether someone gave proper notice.
Integration clauses decide whether side promises matter.

And the waiver clause often decides whether a party still has rights at all.

Let that sink in.

Not the pricing section.
Not the business terms.

The waiver clause.

What Is a Waiver Clause?
A waiver clause answers a simple question:

If I let something slide once, do I lose the right to enforce it later?

A typical waiver provision says something like this in plain English:

If a party chooses not to enforce a provision once, that does not mean they have waived it forever. Any waiver must be in writing and applies only to that specific instance.

It sounds technical. It is not.

It is protection.

Why This Matters in the Real World
Business relationships are not perfect. Even good partners miss deadlines. Send late payments. Fail to follow a minor technical requirement.

In many cases, enforcing every small breach would damage the relationship more than help it.

So businesses do what reasonable people do.

They give grace.

They allow a one time exception.

Without a strong waiver clause, that grace can come back to haunt you.

Here is how.

The Slow Creep Problem
Imagine a contract that requires written notice within five days of a problem.

The first time it happens, you let it go. You want to preserve the relationship.

The second time, the other side says, “You did not enforce it last time.”

By the third time, they argue you waived the requirement entirely.

Now the technical protection you negotiated is gone.

Not because you agreed to remove it.
Because you were reasonable once.

A well written waiver clause stops that slow creep.

It draws a clear line.

Grace once does not mean surrender forever.

Preventing Strategic Behavior
This is where the waiver clause becomes even more important.

Most breaches are not strategic. They are human.

But sometimes, they are.

A party may test boundaries. Start small. See what you tolerate.

If there is no clear waiver language, your silence can be used against you later.

I have seen this happen in franchise relationships, partnership disputes, and vendor agreements.

A party allows a technical violation early in the relationship. Later, when enforcement really matters, the other side claims the right is gone.

Not because the contract changed.
Because behavior filled the gap.

The waiver clause prevents that.

It says the contract speaks louder than a moment of patience.

Why Business Owners Miss This
There are two reasons.

First, the name.
“Miscellaneous” sounds unimportant.

Second, the language.
These provisions often look standardized. Boilerplate. Copy and paste.

But boilerplate exists for a reason. It reflects decades of litigation lessons.

When lawyers tighten waiver language, it is usually because they have seen what happens without it.

How to Protect Yourself
You do not need to memorize legal language. But you should do three things.

First, slow down at the end of the contract.
The last pages often carry outsized weight.

Second, make sure the waiver clause is clear.
It should state that any waiver must be in writing and applies only to the specific instance.

Third, act consistently.
Even with a strong clause, document exceptions. A short email can preserve your position.

Something as simple as:
“We will allow this one time exception, but all contract terms remain in effect going forward.”

That sentence can save you.

The Bottom Line
The miscellaneous section is where contracts quietly protect you.

It is not flashy. It does not sell the deal.

But when things go sideways, it often decides who has leverage.

The waiver clause is a perfect example.

It lets you be reasonable without being vulnerable.
It allows flexibility without surrender.
It protects relationships without rewriting the contract.

So the next time you review an agreement, do not stop reading when the business terms end.

The real power is often hiding in the pages labeled “miscellaneous.”

And in contracts, the details you almost skip are usually the ones that matter most.

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Markus Winkler, Unsplash

I talk with prospective franchisees a lot. Smart people. Successful professionals. Many of them are leaving corporate careers because they want more control, more upside, and a business they can call their own.

They usually start with the same belief.

Franchising is safer.
Franchising is proven.
Franchising works better than going it alone.

That belief does not come out of thin air. It is carefully marketed.

The franchise industry pitches certainty.

The pitch is familiar. You are not starting from scratch. The system is tested. The brand is established. Follow the playbook and success will follow. Compared to an independent business, the odds feel stacked in your favor.

Here is the truth I owe my franchisee clients.

Franchising is not inherently safer.
Franchising is not inherently proven.
And franchising can lock you into one of the most restrictive business relationships you will ever sign.

The idea of the “proven system”

Most franchise sales conversations revolve around the system. Training. Operations manuals. Vendor relationships. Marketing playbooks.

What rarely gets questioned is this simple point.

Proven for whom?

A franchise can point to systemwide growth and still have a large percentage of struggling franchisees. A brand can expand rapidly while individual owners barely break even. Unit openings do not always equal franchisee profitability.

The Franchise Disclosure Document (FDD) will show you historical data, but it does not guarantee your outcome. It does not promise profitability. And it certainly does not adjust for your market, your costs, or your execution.

A system may be proven to scale the franchisor’s revenue. That does not mean it is proven to protect the franchisee.

What the marketing does not emphasize

Franchising is sold as business ownership. Legally, it is closer to a long-term, one-sided contract.

Once you sign, you are bound by terms that often favor the franchisor in almost every meaningful way.

Royalties are owed regardless of profitability.
Marketing fees continue even when the marketing does not perform.
Operational control often rests with the franchisor, not you.
Exit rights are limited, conditional, and expensive.

Many franchisees do not realize that they cannot simply walk away if things are not working. It is difficult to terminate if things are not working out. Cure periods are short. Defaults can pile up quickly. Selling the business usually requires franchisor approval, transfer fees, and a buyer willing to accept the same problems or restrictions you are trying to escape.

When you are with the wrong franchisor, the system becomes a trap instead of a support structure.

Why this surprises so many smart people

Most franchise buyers focus on the brand and the business model. Very few focus on the legal relationship.

That is understandable. The excitement of ownership is emotional. The sales process is polished. The risks are softened by success stories and testimonials.

The agreement, on the other hand, is long, technical, and written in a way that does not encourage you to challenge it. Plus, many franchisors will tell you it is not negotiable anyway.

But that document governs everything that happens after the honeymoon phase ends.

It controls what you pay, how you operate, how you exit, and how disputes are resolved. It determines whether you can adapt, whether you can recover from mistakes, and whether you can eventually move on.

The right way to think about franchising

Franchising is not good or bad by default. It is a tool.

With the right franchisor, realistic expectations, and a fair agreement, franchising can work well. With the wrong franchisor and the wrong contract, it can quietly drain time, capital, and confidence.

The real question is not whether the system is proven.

The real questions include:

What does the franchisor do when franchisees underperform? Are there a number of terminations and transfers within the franchise? Or, is there a business plan in place to help franchisees become successful?
Do the financial obligations make sense if revenue is slower than projected?
How hard is it to exit, sell, or pivot?

These answers are not found in the marketing. They are found in the FDD and the franchise agreement.

My advice to every prospective franchisee

Slow down before you sign.

Treat the franchise agreement like a long-term business marriage, not a starter kit. Ask hard questions early, while you still have leverage. Understand that you are buying into a legal structure, not just a brand.

Franchising can work. But only when you understand the truth about how these systems actually operate and who they are designed to protect.

My job as a franchisee lawyer is not to sell you a franchise. It is to help you avoid the wrong one.

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Roman Melnychuk, Unsplash

I have sat across the table from hundreds of business owners who all say some version of the same thing: “I did not think this would become a problem.” That sentence usually comes right before a costly fix that could have been avoided with a little planning.

From the perspective of a business lawyer, most legal problems are not caused by bad intent. They are caused by growth, speed, optimism, and assumptions. Below are the five of the biggest legal issues I see businesses face, framed around the questions clients usually ask when it is already a little too late.

  1. “Do I really need a written agreement if we trust each other?”

Yes. Trust and clarity are not opposites. In fact, good agreements protect relationships by setting expectations before emotions get involved.

The most common problem I see is businesses operating on handshake deals, email threads that do not include clear, well-thought-out planning, or incomplete AI templates pulled from the internet. When something goes wrong, the question becomes whose version of the deal controls. Courts generally do not decide cases based on what seemed understood at the time. They usually decide based on what is written.

Key risk areas include unclear payment terms, missing termination rights, vague scopes of work, and no dispute resolution process. A well drafted agreement does not make things overly complicated. It makes expectations clear and problems easier to avoid. It makes you prepared.

  1. “We formed an LLC. Are we not protected personally?”

Forming an entity is a great first step. It is not the finish line.

Limited liability only works if the business is treated like a real business. That means separate bank accounts, proper capitalization, signed contracts in the company’s name, and basic corporate housekeeping. When those lines blur, personal assets can be pulled into business disputes.

I often tell clients that the entity is a shield, but only if you actually use it. Courts look at behavior. If the business and the owner are treated as the same thing, liability often follows the same path.

  1. “Can I terminate this employee?”

The answer often has less to do with the employee’s actual performance and more to do with what your own paperwork says.

One of the most common problems we see is a long history of positive or even glowing performance reviews for an employee who, in reality, has struggled for years. The business owner knows there have been issues, but the documentation tells a very different story. On paper, the employee looks successful. In practice, the company is frustrated.

When termination happens in that situation, the written record becomes a problem. The question is no longer whether the employee performed poorly. The question becomes why the company said everything was fine for so long and then suddenly decided otherwise.

Courts and attorneys focus heavily on documentation. Performance reviews, emails, and written evaluations are often treated as more reliable than after the fact explanations. If the record suggests there was no problem, it becomes much harder to justify a termination decision.

This does not mean you cannot terminate the employee. It means you should be careful and deliberate. Performance issues should be addressed early, documented accurately, and communicated clearly. Honest evaluations protect both the business and the employee by aligning expectations with reality.

Good documentation is not about building a case. It is about telling the truth consistently over time. When your records match your reality, termination decisions are far easier to defend and far less likely to turn into legal disputes.

  1. “What happens if a partner or owner wants out?”

This question usually surfaces during periods of stress, but I also see it when things are going great, because success can sometimes invite greed. There are disagreements. Life changes. Better opportunities arise.

Without a clear operating agreement or buy sell structure, exits become emotional and expensive. I have seen profitable businesses fall prey to these problems because owners never agreed on valuation methods, voting rights, or exit mechanics.

The best time to address this issue is when everyone is getting along up front. Clear rules for ownership changes, decision making, and dispute resolution protect both the business and the people behind it.

  1. “Do I really need to worry about compliance if I do not have any problems right now?”

Compliance often feels unnecessary until it is not.

Depending on the industry, this can involve licensing, data privacy, advertising rules, franchising laws, or industry specific regulations. The problem is that growth tends to outpace compliance. What was acceptable at one stage becomes risky at the next.

Regulators and plaintiffs do not care that you were busy building the business. They care whether the rules were followed. Periodic legal checkups help identify risk before it turns into enforcement or litigation.

A final thought

Most legal problems do not start as legal problems. They start as business decisions made quickly, informally, or without a full view of future consequences.

My role as a business lawyer is not to slow you down. It is to help you move forward with clarity and confidence. When you address problem areas early, you are not just reducing legal risk. You are building a stronger, more resilient business.

If you ever find yourself asking, “Is this something I should run by a lawyer?” the answer is usually yes. Not because something is wrong, but because you want to keep it that way.

we made it
David Gavi, Unsplash

As a business lawyer, I am often asked a version of the same question, usually after a client’s voice drops a notch.

“How is this going to turn out?”

It is a fair question. Lawsuits often feel make-or-break because they threaten time, money, reputation, and focus all at once. Most business owners are not afraid of hard work or risk. They are afraid of uncertainty.

Let us talk through the questions business owners actually want answered.

What does a lawsuit really put at risk?

The first concern is usually personal exposure.

Most owners want to know whether their house, savings, or personal assets are on the line. The answer depends on structure, documentation, and behavior. A properly formed and maintained corporation or LLC can provide real protection, but it is not automatic. Personal guarantees, sloppy separation between personal and business finances, or claims involving fraud or certain wage laws can pierce that shield.

The practical takeaway is this. The risk is not just the lawsuit. The risk is how your business has been operated up to this point.

How expensive is this going to get?

Legal fees add up fast. Even a relatively small dispute can cost tens of thousands of dollars in legal fees before you ever get close to a resolution.

But the lawyer invoices are only part of the cost.

A lawsuit drains cash in quieter ways. Time pulled away from running the business. Management focus lost to emails, calls, discovery responses and court deadlines. Growth decisions delayed. Stress that follows you home. Even a case you eventually win can cost far more than what you pay your lawyer.

That is why early strategy matters. The biggest cost driver in litigation is rarely the size of the claim. It is how long the dispute lasts and how reactive the parties become once emotions take over. Clear thinking at the beginning often saves more money than any clever legal argument later.

Will this hurt our reputation?

This question usually comes next, especially for owners who have spent years building trust with their customers and vendors.

Most lawsuits do not become public spectacles. Many are resolved quietly through negotiation, mediation, or settlement before any meaningful exposure occurs. That said, how you respond matters.

A defensive posture, angry emails, or public statements made in frustration can do more reputational harm than the lawsuit itself. Clients, employees, and partners are watching less for perfection and more for steadiness.

Reputation is protected by maintain composure and restraint, not by winning every skirmish.

Should I fight or settle?

This is the hardest decision and the most misunderstood.

Business owners often frame it as a moral question. Right versus wrong. Principle versus surrender. Courts do not operate on principle. They operate on evidence, procedure, and risk allocation.

The better question is asking, what outcome best protects the long term health of my business?

Sometimes fighting is necessary. Other times, settling early is the most disciplined business decision you can make. Settling is not weakness. It is often the very best thing you can do for your business long term.

A good business litigation lawyer should help you evaluate leverage, cost, distraction, and probability, not just legal merit.

How long will this take?

Litigation moves slowly, especially compared to business.

Months turn into years. Deadlines get extended. Motions pile up. If you plan for a fast resolution, it may feel like death by delay.

This is why survival is about planning, not prediction. You assume the case will last longer than you want. You budget conservatively. You build the lawsuit into your operating reality rather than waiting for it to disappear.

The businesses that survive lawsuits do not hope and pray. They adapt.

What can I do now to protect myself?

This is the question I wish more owners asked before they were served with a petition.

Strong contracts. Clear payment terms. Thoughtful insurance coverage. Clean corporate records. Documented decisions. Calm communication. These are not legal formalities. They are survival tools.

When a lawsuit arrives, the documentation tells the story. Businesses that document well defend well.

So, can your business survive a lawsuit?

In most cases, yes.

But survival has less to do with the strength of the claim and more to do with preparation, mindset, and decision making under pressure. Lawsuits do not usually destroy businesses overnight. They wear them down when owners overreact, or try to fight on emotion instead of strategy.

The goal is not just to get through the lawsuit.

The goal is to emerge steady, solvent, and focused on the business you are still building while the case runs its course.

That is what survival actually looks like.

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Muyuan Ma, Unsplash

For high school and college athletes, opportunity often arrives fast. A NIL deal. A sponsorship deal that must be signed by the weekend.

Most athletes are told the same thing. Do not worry. Your agent has it covered.

That advice can be costly.

Agents are hired to find opportunities. Lawyers are hired to protect futures. Those are not the same jobs.

Agents Are Deal Finders. Lawyers Are Risk Spotters

A good agent is focused on relationships, branding, and revenue. Their value is in getting deals done. Speed matters. Momentum matters. Closing matters.

Legal language is different.

Contracts are written to protect the party who drafted them. They are filled with provisions that quietly shift risk to the athlete. Termination rights. Indemnification clauses. Morality standards. Control over name, image, and likeness long after the deal ends.

Most agents are not trained to dissect those clauses. Many openly admit that contract interpretation is not their specialty. Others do not.

That gap is where athletes get hurt.

A lawyer’s job is to slow the process down just enough to see what others miss but still keeping that deal alive.

What Happens After the Deal Matters Just as much as the Deal Itself

Athletes tend to focus on the front page. How much? How long? Who is paying?

Lawyers focus on what happens when something goes wrong.

What if the sponsor pulls out?
What if the athlete gets injured?
What if a social media post violates a vague morality clause?
What if the school changes policies?
What if the athlete transfers?
What if rules shift mid season?

These scenarios are not hypothetical. They are happening every day.

Once a contract is signed, leverage disappears. The time to protect yourself is before the signature, not after the dispute.

Schools and Conferences Are Adding Restrictive Language

This is one of the most overlooked risks for athletes today.

Many schools and conferences are inserting provisions into participation agreements, NIL disclosures, and related documents that restrict athlete rights. Some limit outside endorsements. Some give the school broad approval authority. Others require athletes to waive claims or agree to dispute resolution processes that favor the institution.

Athletes often assume these documents are standard and non negotiable.

That assumption is dangerous.

These agreements are drafted by lawyers whose job is to protect the school and the conferences. They are not drafted with the athlete’s long term interests in mind.

Even documents tied to NCAA compliance can contain language that reaches far beyond eligibility and into future earning power.

A lawyer reviews these documents with an important question in mind. What is the athlete giving up without realizing it?

Why Having Both an Agent and a Lawyer Is the Smart Play

This is not an either or decision.

The best outcomes happen when agents and lawyers work together.

Agents open doors.
Lawyers read the fine print behind those doors.

When a lawyer flags a problematic clause, the agent can often renegotiate it. When an agent understands the legal risk, they can structure better deals going forward.

Athletes who rely on only one side of that equation are exposed.

Parents Should Be Asking One Simple Question

If you are a parent of a high school or college athlete, ask this before any signature.

Who reviewed this contract solely from my child’s legal protection standpoint.

If the answer is no one, that is the moment to pause.

A short legal review can prevent years of restriction, lost income, or disputes that follow an athlete long after their playing days are over.

Opportunity is exciting. Protection is essential.

The athletes who win long term are not just talented. They are are smart, prepared, and careful.

*At Brick Gentry, Rush Nigut and his partners represent high school, college, and professional athletes in contract review and negotiation matters. Rush and his team have advised athletes across many major sports, including football, basketball, baseball, golf, and track and field. To protect athletes and their futures, client identities are kept confidential. The firm’s experience includes representing athletes who have competed at the highest levels of college and professional sports.

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Vitaly Gariev, Unsplash

Many franchise buyers focus on what the franchise representatives say the franchise will do for them and overlook the written contract that actually governs the relationship. Common mistakes include assuming the agreement is standard, underestimating exit restrictions, overlooking long term costs, and signing before fully understanding risk. A careful reading of most franchise agreements reveals that franchisors often commit to very little, and in some cases, to almost nothing at all.

Why do so many franchise buyers misunderstand the franchise agreement?

Most franchise buyers have never seen a franchise agreement before. The documents are long, technical, and sometimes presented late in the sales process, often after excitement and momentum have built. Buyers are encouraged to focus on training, support, and growth potential, while the agreement quietly controls fees, termination rights, and exit options.

The agreement is not background paperwork. It is the deal.

Is the franchise agreement just a formality?

No. One of the most common mistakes is treating the franchise agreement as a formality after deciding to buy the franchise. In reality, the agreement defines nearly every aspect of the relationship, including what the franchisor will do for you and what happens when things go wrong. Buyers who assume the contract is standard often discover later that small provisions carry significant consequences.

What do franchise buyers misunderstand about risk?

Many buyers believe risk is limited to their initial investment. In reality, franchise agreements often include ongoing obligations that survive termination, personal guarantees, noncompete restrictions, and post termination payment requirements. These provisions can create financial exposure long after the business stops operating.

Understanding risk requires reading beyond headline terms and marketing summaries.

Why do buyers underestimate exit restrictions?

Exit rights are one of the most misunderstood parts of a franchise agreement. Many agreements make it difficult or expensive to sell, transfer, or walk away. Buyers often assume they can exit like any other business and start up a new nonfranchise business. In reality, franchisors have noncompete terms, control transfers, impose approval requirements and may restrict who you can sell to and on what terms.

The ability to exit matters just as much as the ability to enter.

What do people get wrong about franchise fees and costs?

Franchise buyers often focus on the initial franchise fee and underestimate long term costs. Royalty structures, marketing fund contributions, required vendors, technology fees, and audit rights can significantly affect profitability. These costs are often buried across multiple sections of the agreement and franchise disclosure document.

Profitability depends on understanding total obligations, not just startup costs.

Why do buyers assume franchisors will never negotiate?

Another common misconception is that franchise agreements are entirely nonnegotiable. While franchisors rarely rewrite agreements wholesale, many are willing to discuss specific provisions when concerns are raised thoughtfully. Buyers who assume negotiation is impossible often give up leverage before the conversation even begins.

Silence is not strategy.

What role does timing play in franchise mistakes?

Many mistakes occur because buyers wait too long to seek legal review. By the time the agreement is presented, buyers may feel pressure to move quickly. Deadlines, incentives, or territory availability can create urgency that leads to rushed decisions. Legal review is most effective before expectations are set and the prospective franchisee has already decided to purchase the franchise.

Time pressure benefits the seller, not the buyer.

What is the most important mindset before signing?

The most important mindset is discipline. Franchise buyers who succeed long term approach the agreement as a business contract, not a reward for being selected. They ask hard questions, focus on the most impactful issues, and remain willing to walk away if the risks do not align with their goals.

Confidence comes from clarity, not enthusiasm.

Final thought for prospective franchisees

A franchise agreement is not designed to be fair. It is designed to protect the franchise system. That does not mean it is automatically a bad deal, but it does mean you must understand it before you sign. The most expensive franchise mistakes are often made before the doors ever open.

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JESHOOTS.COM, Unsplash

Franchise agreements are negotiable more often than people think. The franchisees who have the most success focus on three to five high impact issues, remain patient throughout the process, and are genuinely willing to walk away if the deal does not make sense. The ability to say no is often what creates leverage.

Can franchise agreements actually be negotiated?

Yes, franchise agreements can often be negotiated, but not in the way many buyers expect. Franchisors rarely rewrite agreements line by line. Instead, negotiations typically focus on a small number of key provisions that materially affect risk, cost, and exit options. Buyers who approach the process thoughtfully and selectively tend to have far better results than those who ask for sweeping changes.

Why do some franchise negotiations fail?

Many negotiations fail because the franchisee prospects try to negotiate too much, too quickly. When every issue is treated as equally important, the franchisor has little incentive to engage. Another common problem is impatience. Franchise negotiations often move slower than buyers expect, especially when decisions require internal approvals. Frustration and urgency can weaken leverage. Franchisors often say no first. That does not mean the discussion is over. Franchisees who question the assumption that agreements are nonnegotiable frequently achieve better outcomes than those who stop at the first response.

What are the most important issues to negotiate in a franchise agreement?

Successful franchise negotiations usually focus on three to five high impact issues. These often include fees (especially for multi-unit franchisees), termination rights, renewal terms, transfer restrictions, indemnification, personal guarantees, noncompete provisions, and territory size and protections. Not every issue matters equally. The goal is to identify the provisions that affect your downside risk and long term flexibility rather than minor operational details.

Why does focusing on only a few issues improve negotiation outcomes?

Focusing on a limited number of issues signals seriousness and reasonableness. It shows the franchisor that you understand the business relationship and are not attempting to renegotiate the entire system. Concentrated requests are easier to evaluate internally and more likely to receive approval. Precision creates credibility.

How important is patience during franchise negotiations?

Patience is a strategic advantage. Franchisors often test whether a buyer will push too hard or fold too quickly. Allowing time for review, follow up, and internal discussion improves outcomes and prevents emotional decision making. Buyers who rush often accept unfavorable terms simply to keep the deal moving.

Why is the ability to walk away so important?

The willingness to walk away is one of the strongest forms of leverage a franchisee (or any business person) has at their disposal in a negotiation. If a franchisor believes you will sign regardless of the terms, negotiation power disappears. Calmly communicating that certain issues are deal breakers forces clarity. Sometimes the best outcome is not a concession but confirmation that the franchise is not the right fit.

Does saying no actually help a franchisee?

Yes. Saying no does not mean being confrontational. It means being clear. Franchisees who respectfully decline unfavorable terms often receive better counteroffers or additional explanations that improve the decision making process. Even when concessions are not granted, the franchisee gains valuable insight into how the franchisor operates.

What role does legal review play in franchise negotiation?

Legal review helps identify which issues matter most and how they impact you. A franchise attorney can distinguish between provisions that are standard and those that present unusual risk, particularly under state specific franchise laws. Effective negotiation is not about arguing every clause but about understanding consequences.

What should a franchisee do before entering negotiations?

Before negotiating, a franchisee should understand their financial tolerance and risk, long term goals, and exit strategy. Knowing what you need, what you want, and what you cannot accept makes negotiations more disciplined and less emotional. Preparation is often more important than persuasion.

Final thought for franchise buyers

Franchise negotiation is not about winning every point. It is about protecting your downside while preserving the opportunity. Focus on the issues that matter most, move deliberately, and remain willing to walk away. In many cases, the confidence to say no is what ultimately gets you to yes.

3D render of AI and GPU processors
Igor Omilaev, Unsplash

Artificial intelligence (AI) is here to stay.

Clients are now using it all the time. For many it is the first step before contacting a lawyer, if they contact a lawyer at all now. And yes, people are absolutely using ChatGPT and other AI tools to draft contracts.

Recently, a client sent me an agreement they had prepared using AI and asked me to take a look.

Here is the honest truth.

It was surprisingly good.

The structure made sense. The language was generally clear. It even covered many of the basics you would expect in a simple agreement. It probably was about 75-80 percent of what I would consider a usable contract.

But it’s the other 20-25 percent that often matters most.

Contracts are about protection, intent, and consequences.

That is where AI still misses some very important things.

When I reviewed this agreement, there were several issues that had nothing to do with grammar or formatting and everything to do with risk and liability. These are the types of issues that rarely jump out unless you look at agreements every day and have seen how small mistakes turn into big problems.

Here are a few examples.

First, the agreement identified the licensor (my client) as the individual, not the company. That may seem harmless, but it is not. The client operates through an LLC for a reason. If the agreement names the individual instead of the entity, you may have just given up your limited liability protection without realizing it. I revised the agreement to clearly identify the licensor as the company, not the individual.

Second, the limitation of liability language needed help. AI included something, but not enough. We strengthened the limitation of liability provisions and added an indemnification clause to better protect against claims, damages, and legal fees. This is one of those areas where a few sentences can make a massive difference if something goes wrong.

Third, the agreement did not specify governing law or where disputes would be resolved. That might not matter until it really matters. I added Iowa as the governing law and an exclusive jurisdiction provision requiring that any claims be brought in Polk County, Iowa. Clarity and predictability are your friends when disputes arise.

Finally, the signature block needed cleanup. The agreement needed to show that the company is the licensor and that the individual is signing in their capacity as President. That reinforces the entity protection and avoids confusion later.

None of these issues mean AI failed.

They simply highlight what AI does not do yet.

AI does not know your business context.
AI does not understand how courts interpret risk.
AI does not appreciate how liability actually plays out in real disputes.

AI is only as good as your prompts, and if you do not have legal training and education, your prompts are likely to fall short.

AI is a tool. A very useful tool. It can save time and help you get started. But it is not a substitute for judgment, experience, and legal review.

Think of AI as a first draft assistant, not your final safety check.

If you use AI to prepare an agreement, that is fine. In fact, it can be a smart starting point. Just make sure you have a lawyer review it before you sign or send it out into the world. The goal is not just to have an agreement, but to have one that actually does what you think it does and protects you the way you expect.

That last step is still very human.

And for now, that is a good thing.

Twenty years ago, Rush on Business began with a simple and deliberate goal: make the law understandable for everyday business owners. At the time, I took a chance on the idea that openly sharing clear, practical legal guidance through a blog could genuinely help people and, in doing so, build meaningful client relationships. I never could have imagined how many business owners it would reach, how many conversations it would start, or the lasting impact that approach would have over the years.

This blog is written for people running companies, signing leases, buying franchises, hiring employees, and taking real financial risks. People who did not have time for legal jargon, law review articles, or theory. They just wanted straight answers they could understand and use.

Over the years, the topics have been wide ranging. Franchise agreements. FDD red flags. Contracts that looked fine until they did not. Disputes that could have been avoided with one better question asked earlier. Decisions that carried legal consequences people did not flag soon enough.

The focus has always been simplicity. I translate complex legal issues into clear, practical guidance so business owners can make informed decisions with confidence.

If there is one lesson from twenty years of writing, it is this: clarity matters. When business and franchise owners understand what they are signing and why it matters, they make better decisions. Better decisions lead to stronger businesses and fewer costly surprises.

My writing has always been about helping business owners protect what they are building. Writing has been a way to teach, to warn, and sometimes to slow someone down just long enough to avoid a bad decision.

To everyone who has read along, shared a post, or reached out with a question that started with “I read something you wrote,” thank you. That is the highest compliment.

Twenty years later, the mission remains unchanged. Simple. Practical. Understandable legal information. I am so thankful for all this blog has provided to me. And I look forward to continuing posts throughout this coming year.

Rolling dice on blue.
Edge2Edge Media, Unsplash

Last week, I attended the Annual Forum on Franchising. As always, it was a great chance to connect with peers, share stories, and stay in tune with what’s happening across the franchise industry.

But something stood out this year.

The two most crowded sessions focused on topics that should raise concern for any current or prospective franchisee:

Franchise breaches and workouts between franchisors and franchisees.

People were packed into the rooms, lining the walls, notebooks open, and listening intently. These were sessions about conflict, about legal issues, about what happens when a franchise relationship breaks down.

At first, it just seemed like a shift in interest from franchise disclosure issues. But the more I thought about it, the more concerned I became.

Because here’s what it really tells us:

Franchising is becoming riskier for franchisees.

Every year, individuals and families invest hundreds of thousands of dollars into franchise systems. They commit their time, savings, and often their future to a business they don’t fully control.

And based on what I saw last week, more of those relationships are hitting trouble. It’s almost like a roll of the dice on whether you will end up with responsible franchisor.

But here’s the good news.

Franchising still works. When done right, it’s a powerful path to ownership, scalability, and community impact. But it only works if franchisees go into the relationship with clarity, eyes open, and protections in place.

If you’re a franchisee, or considering becoming one, here are three things you can do to reduce your risk before you invest.

1. Talk to Former Franchisees, Not Just Current Ones

Franchisors will happily connect you with current franchisees. You should absolutely speak to them.

But the most honest and informative feedback often comes from those who have left the system.

Take time to read Item 20 of the Franchise Disclosure Document. It lists every franchisee who exited the system in the past year. Reach out to them directly. Ask why they left. Find out what they wish they had known when they started.

Their insights often reveal parts of the business that aren’t obvious during the sales process.

The people who walked away have stories that current operators might not tell you.

Listen carefully.

2. Hire a Franchise Attorney Who Knows the Industry

Franchise agreements are unlike standard contracts. They are long, detailed, and heavily tilted in favor of the franchisor.

You need someone who understands how franchise law works. Not your friend who handles divorces or your cousin who does real estate closings. A fellow franchise lawyer posted while at the Forum, “Don’t hire a dabbler.”

A qualified franchise attorney will break down the agreement in plain language. They will help you understand exactly what rights you’re giving up, what obligations you’re agreeing to, and what red flags to watch for.

This is not the time to save money by cutting corners on legal advice.

A few thousand dollars spent now can prevent much larger losses down the road.

3. Stress-Test the Financials With Conservative Assumptions

Most franchisee failures are not the result of a bad brand. They happen because the operator ran out of cash, expected more revenue, or underestimated costs.

Franchisors may show you average earnings or even top-performer data. But you need to run your own numbers and then test them under pressure.

Ask yourself:

  • What happens if your costs are higher than expected?
  • What if you open later than planned?
  • What if revenue is half of what’s projected in your first year?

Build a model that can survive slower growth or unexpected delays. Give yourself margin. Avoid operating on razor-thin assumptions.

The more breathing room you have financially, the more options you’ll have if things don’t go perfectly.

Final Thought: Preparation Is Protection

Those packed sessions on franchise disputes weren’t just full because the topic was trendy. They were full because more franchisees are running into problems they didn’t anticipate.

And the best way to avoid becoming one of them is to prepare differently.

Franchising still offers enormous potential, but it isn’t a guarantee. It requires diligence, discipline, and a clear-eyed understanding of what you’re signing up for.

Remember this:

You are entering a long-term relationship where the other party wrote the rules.

So, take your time. Ask the uncomfortable questions. Seek advice from people who have been where you’re going.

The franchisees who thrive are rarely the ones who rushed in.
They are the ones who took the process seriously, did their homework, and built a strong foundation from the very beginning.

Reach out today for a focused, practical consultation.