A franchisee sometimes reaches a point where their business is not performing the way the franchisee or the franchisor wants it to perform. However, the franchisee may want to continue to operate while continuing to struggle, which is not ideal for the franchisee or the franchisor. Many franchise agreements contain provisions that allow a franchisor to acquire a franchisee’s business upon termination or expiration of the franchise agreement. Many agreements also provide that a franchisor has a right of first refusal to acquire a franchise if the franchisee has a bona fide offer from a third party. This session will explore avenues for the franchisor and the franchisee to work together to find a mutually agreeable exit strategy that addresses the needs and wants of both the franchisor and the franchisees; reviewing the rights under buy-back and right-of-first-refusal provisions; and provide information on how to value the franchise in these circumstances in connection with ending the franchise relationship by termination or expiration. As to rights of first refusal, does the franchisor have to pay on the same terms and conditions as the third party? How can a franchisor address outstanding liens on the franchise assets?