Franchise & Licensing in Uzbekistan

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1. Is there a statutory or otherwise recognized legal definition of a franchise in Uzbekistan and, if so, how is it defined?
2. Are there any pre-contractual requirements that must be satisfied before a franchise may be offered and/or sold in Uzbekistan? If so, please describe such requirements and the consequences of non-compliance.
3. Are franchisors and/or franchisees subject to any registration requirements in Uzbekistan? If so, please explain the relevant procedures, any obligation to update existing registrations, and the consequences of non-compliance.
4. Are there any franchise-specific or general disclosure obligations applicable in Uzbekistan? If so, please describe the scope, timing, form and language requirements of such disclosure, including whether they apply to sub-franchise arrangements, the consequences of non-compliance, and whether disclosure must be updated or repeated upon amendment or renewal of the franchise agreement.
5. What legal remedies are available to a franchisee in the event of misrepresentation, mis-selling or other misleading conduct by the franchisor? Would such remedies remain available notwithstanding the inclusion of disclaimers in the franchise agreement, disclosure document or related sales materials?
6. Would it be lawful in Uzbekistan for a franchisor to present the franchise agreement on a strictly non-negotiable “take it or leave it” basis?
7. How are intellectual property rights relevant to franchising, including trademarks, know-how, trade secrets and copyright, protected and enforced in Uzbekistan?
8. Are there any franchise-specific laws or regulations governing the ongoing relationship between franchisor and franchisee? If so, please summarize them, including any provisions that must mandatorily be included in the franchise agreement.
9. To what extent do competition or antitrust laws apply to franchise arrangements in Uzbekistan? In particular, please comment on the permissibility of restrictions on online sales, exclusive supply obligations and resale price maintenance.
10. Are in-term and post-term non-compete and non-solicitation covenants enforceable in Uzbekistan? If so, what limitations apply to their scope, duration and enforcement?
11. Is there an express or implied duty of good faith applicable to franchise relationships in Uzbekistan? If so, what are the practical implications of such duty for franchisors and franchisees?
12. What employment and labor law considerations are relevant to franchise arrangements in Uzbekistan? In particular, is there a risk that the employees of the franchisee could be regarded as employees of the franchisor, and what measures may be taken to mitigate that risk?
13. Is there a risk that a franchisee may be characterized as a commercial agent of the franchisor under the laws of Uzbekistan? If so, what steps may be taken to reduce or avoid that risk?
14. Are there any laws or regulations governing the payment of royalties to a foreign franchisor, including foreign exchange restrictions, interest limitations or mandatory local currency requirements?
15. May contractual penalties or liquidated damages be imposed on franchisees for breaches of restrictive covenants or other contractual obligations? If so, what conditions must be satisfied for such provisions to be enforceable?
16. How is e-commerce regulated in Uzbekistan, and what implications does this have for franchise relationships? In particular, may franchisees lawfully be restricted from engaging in online sales or other digital commerce activities?
17. What data protection and privacy laws apply in Uzbekistan, and what implications do they have for the franchisor-franchisee relationship?
18. Is a franchisor permitted to restrict the transfer of:

• the franchisee’s rights and obligations under the franchise agreement; and/or
• ownership interests in the franchisee entity?

19. Does a franchisee have any statutory or contractual right to seek renewal upon expiry of the initial franchise term? In what circumstances may a franchisor refuse renewal? Where the franchise agreement is not renewed, terminated or expires, is the franchisee entitled to compensation and, if so, on what basis is such compensation determined?
20. Are there any mandatory statutory termination rights that may override the parties’ contractual termination provisions? If so, is there any minimum notice period that must be observed?
21. Upon expiry or termination of the franchise agreement, are there any intangible assets arising from the franchisee’s business — such as customer data, local goodwill or similar rights — that the franchisee may claim to own or retain?
22. Is there a national franchising association in Uzbekistan? If so, is membership mandatory or voluntary, and would membership generally be regarded as commercially advisable? Please also describe any additional obligations arising from such membership.
23. Is it mandatory for a franchise agreement to be governed by the laws of Uzbekistan, or may the parties validly choose a foreign governing law?
24. What dispute resolution mechanisms are available to franchisors and franchisees in Uzbekistan? In particular, are arbitration or other out-of-court procedures advantageous, especially where the franchise agreement is governed by foreign law?
25. Must the franchise agreement and any disclosure documentation be prepared or translated into the local language in order to be valid or enforceable in Uzbekistan?
26. May a franchise agreement be validly executed by means of an electronic signature in Uzbekistan, or is a wet-ink signature required?