MEMORANDUM OF UNDERSTANDING BETWEEN [PRIMARY AUTHORITY] AND

[THE FRANCHISOR]

Parties

1. The parties to this Memorandum of

Understanding (‘MoU’) are [the Primary Authority] (‘the primary authority’) and
[the franchisor] (‘the franchisor’).

Purpose

2. Certain franchisees are eligible to form a co-ordinated partnership under

Primary Authority (‘the scheme’) pursuant to Part 2 of the Regulatory
Enforcement and Sanctions Act 2008 (‘eligible franchisees’).

3. The franchisor will facilitate partnerships by acting as a co-ordinator between

the primary authority and eligible franchisees that enter the scheme
(‘participating franchisees’).

4. The franchisor and primary authority will have regard to the Better Regulation
Delivery Office’s (‘BRDO’) Primary Authority Statutory Guidance.

5. This MoU outlines additional arrangements setting out how the primary
authority and the franchisor will work together in respect of the co-ordinated
partnerships.

Arrangements

Requesting Advice

6. The franchisor will request Primary Authority Advice on behalf of participating

franchisees.

7. The primary authority will acknowledge the request for Primary Authority Advice
within [x] working days and will inform the franchisor whether or not the
timescale specified for the Primary Authority Advice can be met.

8. The franchisor may prioritise requests from participating franchisees for Primary
Authority Advice and guidance.

[This section should set out the processes agreed between the franchisor and
primary authority as to how advice will be requested. It should set out how the
franchisor will request advice and how the primary authority will respond. It should
also include detail as to how the franchisor will decide how to meet the advice needs
of participating franchisees. The wording above is a suggestion; parties should draft
this section to reflect their circumstances. Section 22 of the Primary Authority
Statutory Guidance details the matters which should be agreed and included in the
MoU.]

Disseminating Advice

9. The primary authority will be responsible for publishing Primary Authority Advice
on the Primary Authority Register.

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10. The franchisor will disseminate Primary Authority Advice received from the
primary authority to the participating franchisees as soon as reasonably
practicable.

11. The franchisor will be responsible for ensuring that participating franchisees are
informed of changes to Primary Authority Advice.

12. The franchisor may disseminate Primary Authority Advice to non-participating

franchisees; however this will not give such franchisees any rights under Part 2
of the Regulatory Enforcement and Sanctions Act 2008.

[Primary Authority Advice (and any subsequent updates) is to be published on the

Primary Authority Register, in accordance with section 27.5 of the Primary Authority
Statutory Guidance. It should be disseminated to participating franchisees before, or
simultaneously with, its publication on the Primary Authority Register. This section
should detail how dissemination will occur.]

Inspection plans

13. In the event that the primary authority develops an inspection plan in relation to
the participating franchisees, it will ask the franchisor to consult with
participating franchisees on its behalf.

14. At the request of the primary authority, the franchisor will consult with
participating franchisees on the development of an inspection plan and will
provide their views to the primary authority.

[This section should detail how the franchisor will consult with participating
franchisees on the development of an inspection plan. The franchisor may for
example consult with a representative sample of participating franchisees for this
purpose. Note that the development of an inspection plan is not mandatory; however
this section should be included in order to assist the primary authority to meet its
obligations under section 30(4) of the Regulatory Enforcement and Sanctions Act
2008.]

Cost recovery

15. The primary authority will invoice the franchisor for its charges on a
[monthly/quarterly/annual] basis. The invoice will detail the work carried out on
behalf of the participating franchisees and any charges.

16. The franchisor will pay any amounts due within [x] days of the date of the
invoice.

[This section should set out the arrangements between the franchisor and primary
authority if the primary authority intends to recover the costs of services provided to
participating franchisees. The arrangements above are a suggestion only. The
franchisor should also inform participating franchisees of cost recovery
arrangements. The Primary Authority Statutory Guidance includes detail on cost
recovery at sections 5, 22.15 – 22.16.]

Termination of the Franchisor’s Role as Co-ordinator

17. If the franchisor decides to terminate its role as co-ordinator, it shall notify the
primary authority and participating franchisees, then inform the BRDO via the
Primary Authority Register. The franchisor will use its best endeavours to give
notice of at least [x] months before its intended date of termination.

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18. The primary authority will support the BRDO in reviewing eligibility and
determining whether revocation should occur.

19. This MoU will be terminated upon the franchisor ceasing its role as co-ordinator.

Sharing information

20. The franchisor will share details of participating franchisees with the primary
authority.

21. The franchisor will inform the primary authority when it becomes aware that a
participating franchisee may no longer be eligible for a co-ordinated
partnership. This includes where the participating franchisee ceases its
franchise agreement with the franchisor.

22. The franchisor will require participating franchisees to notify it of changes to

their information, including changes to addresses, premises details, trading
names, company number (where applicable), contact information and changes
to the nature of the legal entity. Where such notifications are received the
franchisor will amend data in relation to franchisee businesses within the
Primary Authority Register. The franchisor will explain the importance of
updating this information to participating franchisees.

[This section should stipulate arrangements for the franchisor to share information
with the primary authority, as this will assist the primary authority to ensure that
participating franchisees are eligible for partnerships. The franchisor needs to update
franchisee information via the Primary Authority Register in order to facilitate the
operation of Primary Authority. Section 26 of the Primary Authority Statutory
Guidance details the information which must be kept up to date.]

Data Protection

23. Personal information which is supplied by the franchisor to the primary authority
will be shared with the BRDO, other public sector organisations, such as local
authorities and regulators for the purpose of Primary Authority.

24. The franchisor and the primary authority shall comply with all relevant
provisions of the Data Protection Act 1998 and must not do anything which
could cause the other party to be in breach of its obligations under the Data
Protection Act 1998.

Freedom of Information

25. The franchisor acknowledges that the primary authority and the BRDO are
subject to the requirements of the Freedom of Information Act 2000 (“FOI”).
The franchisor will assist and cooperate with the primary authority and the
BRDO to enable them to comply with requests for information pursuant to FOI.

26. The primary authority and the BRDO will be responsible for determining
whether information, including commercially sensitive information, is exempt
from disclosure in accordance with FOI.

Confidentiality

27. Neither party shall use any confidential information it receives from the other
party otherwise than for the purposes of the co-ordinated partnership or for the
purpose of fulfilling a statutory, legal or parliamentary obligation.

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Resolving Disagreements

28. The primary authority and the franchisor are committed to resolving any
disagreements under this MoU bilaterally.

[This section should set out any arrangements that the franchisor and primary
authority may wish to have in place in the event that a disagreement arises.]

Liability

29. The primary authority’s liability is limited to the amount paid by the franchisor on
behalf of participating franchisees in that calendar year for the primary
authority’s services.

30. The franchisor is not liable for any loss or damage arising as a result of acting
as a co-ordinator for primary authority partnerships in so far as it is acting within
this MoU.

[This section limits the liability of the primary authority and the franchisor. Note that
the extent of franchisor’s liability (if any) to its franchisees will depend on any
agreement the franchisor has with its franchisees]

Review of the MoU

31. Amendments to this MoU may be made at any time by agreement between the
primary authority and the franchisor.

RESA

32. The franchisor acknowledges that it co-ordinates the partnerships between the
primary authority and the participating franchisees and is not a party to those
partnerships. Part 2 of the Regulatory Enforcement and Sanctions Act 2008
does not create any rights or obligations in respect of the franchisor. Any
advice or guidance issued by the primary authority is for the benefit of the
participating franchisees.

Contacts

Primary Authority
Franchisor

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