Franchise agreement in Poland: Template, Key Clauses and Local Law (2026)

What a franchise agreement is in Poland In Poland a franchise agreement is an unnamed contract (umowa nienazwana). There is no dedicated franchising statute, so the contract is not defined by a specific law and its terms are not set out in legislation. Instead it is built on the freedom of contract principle in Article 353 section 1 of the Civil Code (Kodeks cywilny), which lets parties shape a contractual relationship as they wish, within three limits: it must not contradict the nature (properties) of the relationship, the law, or the principles of social coexistence. Because there is no franchise code, the agreement itself has to do all the work. A Polish franchise contract draws on general Civil Code rules and borrows concepts from related named contracts, such as licence, lease, mandate and sale, as the arrangement requires. In practice franchisors use detailed, carefully drafted master agreements, because almost nothing is supplied by default. ## No mandatory disclosure, yet Unlike some countries, Poland currently has no statutory pre-sale disclosure duty specific to franchising. A prospective franchisee relies on general rules: the duty to negotiate in good faith under the Civil Code, the rules on misrepresentation and defects of consent, and consumer or unfair practices law where they apply. This makes the franchisee's own due diligence important. A prudent franchisee asks for the network's track record, the financial model behind the projections, the number and turnover of existing franchisees, and any litigation history, because the law does not compel the franchisor to volunteer it. There is a reform on the horizon. The Ministry of Justice has worked on a draft Franchise Act that would, among other things, require the franchisor to give the franchisee an information document together with a draft agreement a set number of days before signing. That proposal has been debated and criticised as intruding on freedom of contract, and as of 2026 it is important to check whether it has been enacted and in what form before relying on any specific disclosure rule. Treat the current position as: no franchise specific disclosure statute in force, with reform possible. ## Form and intellectual property Polish law does not require a franchise agreement to take any particular form, so in principle it can even be concluded orally, though no serious franchise is done that way. One important exception is intellectual property: a transfer or exclusive licence of certain IP, and assignments of economic copyright, must be in writing to be valid, and copyright assignments must specify the fields of exploitation. Since a franchise is built on trademarks, know-how and often software and content, the IP licensing has to be drafted to meet these form and specificity requirements, or the franchisor may not grant what it intends. ## Key clauses to include Because so little is supplied by law, a Polish franchise agreement must be thorough. It usually covers: 1. Parties and grant. The licence of trademarks, know-how and the business system.

2. Territory and exclusivity. The area and whether it is exclusive.
3. Term and renewal. Duration and renewal, with the franchisee's investment recovery in mind.
4. Fees. Entry fee, royalties and any marketing fund.
5. Know-how and manual. The know-how package, the operations manual and updates, with confidentiality.
6. Franchisor support. Training, supply, systems and marketing.
7. Standards and audit. Brand standards, quality control and inspection rights.
8. Intellectual property. Trademark and copyright licensing meeting the written form and fields of exploitation rules.
9. Supply and pricing. Supply terms, consistent with competition law limits on resale price maintenance.
10. Termination. Grounds and consequences, including de-identification and return of materials.
11. Post term restraints. Confidentiality and any proportionate non compete.
12. Governing law and disputes. Polish law and the chosen court, arbitration or mediation. ## A simple template outline A workable structure is: parties and recitals; grant and IP licence; territory and exclusivity; term and renewal; fees; know-how and manual; franchisor support; standards and audit; supply and pricing; franchisee obligations; termination and consequences; post term restraints; dispute resolution; governing law; and signatures. Because the contract is unnamed, write every important rule in full and do not assume a statutory default will fill a gap. ## Competition law still applies Even without a franchise statute, EU and Polish competition law governs franchise networks. The franchisor can require consistent standards and protect know-how, but it cannot impose minimum resale prices on franchisees; recommended or maximum prices are generally acceptable. Exclusivity, territorial and customer restrictions and post term non competes are assessed under the EU vertical agreements block exemption and its guidelines, which cap, for example, the length of a permissible post term non compete. The Office of Competition and Consumer Protection (UOKiK) enforces these rules in Poland. Build the supply, pricing and restraint clauses with these limits in mind, because a clause that breaches competition law can be void and can attract regulatory attention. ## Due diligence a franchisee should do Because Polish law does not yet compel a franchisor to disclose, the burden of checking falls on the prospective franchisee, and that due diligence is the single best protection. Before signing, a franchisee should ask for the real performance of existing outlets rather than headline projections, the number of franchisees who have joined and left over recent years, the financial assumptions behind any model, and whether the franchisor is or has been in litigation with its franchisees. It is worth speaking to current and former franchisees directly, visiting operating units, and taking independent advice on the trademarks and the financial plan. A franchisor confident in its system will usually share this; reluctance is itself information. Recording what was asked and answered also matters, because if the franchisor later turns out to have misled the franchisee, the general rules on misrepresentation and defects of consent are easier to rely on when there is a clear record of what was represented. ## Bringing the work into one place Step back and the work around a franchise agreement is always the same shape. Someone drafts from a master template, someone checks the IP licensing meets the form rules and the restraints respect competition law, someone stores the signed version and the due diligence pack, and someone has to track renewals and standards across a growing network. When that lives across email, folders and a spreadsheet, a renewal slips or a franchisee drifts from the standards, and the version in force is never certain. The idea worth taking from this page is that drafting, understanding, editing, tracking and governing a contract can sit in one workspace tuned to how your company contracts. Adira is built around that single workspace idea for business contracts, with per clause risk visible, key dates surfaced and a built in activity history. Adira is India first today, so Poland specific depth is on its roadmap rather than settled, and for a Polish franchise you would still confirm the local points, especially the pending reform and competition law, with Polish counsel. ## This is general information This page is general information, not legal advice. Polish law is changing in this area, and a franchise disclosure statute may be enacted, so confirm the current position with a qualified Polish lawyer, and check official legislative sources, before you sign or disclose.