DENMARK Law and Practice Contributed by: Dan Bjerg Geary, Rasmus Otterstrøm Helleland Boisen and Laura Sloth Olesen, Bech-Bruun
7.2 Local Law Requirements There is no requirement for franchise agreements to be governed by Danish law. All elements of a franchise agreement, including the IP elements, may be gov - erned by the laws of the domestic or foreign jurisdic - tion agreed between the parties. The parties in a franchise agreement generally have the freedom to choose which law will govern their agreement. This flexibility allows them to choose a jurisdiction that best suits their interests. 7.3 Mandatory Content Danish law does not impose mandatory content and provisions that must be contained in a franchise agreement. The fundamental legal principle of free - dom of contract means that the parties are free to enter into any franchise agreement they wish, with whatever content they wish. In the event that a franchise agreement does not address certain issues – such as termination due to material breach, force majeure, liability or notice peri - ods – the general principles of Danish contract law and the principles of the law of obligations will apply. 7.4 Prohibited Provisions in Local Law Danish law does not contain a specific “blacklist” of prohibited provisions that may not be contained in a franchise agreement. The principle of freedom of contract governs agree - ments, including franchise agreements. This princi - ple allows parties to freely negotiate and establish the terms and conditions of their contractual relationships without significant interference from statutory regula - tions. This contractual freedom means that generally minimal restrictions are imposed on the provisions of franchise agreements, allowing for a wide range of terms to be included. Exceptions There are, however, some notable exceptions worth mentioning. • Under the Danish Act on Restrictive Employment Clauses, non-solicitation clauses are deemed illegal and invalid. Consequently, the franchisor is
prohibited from including such clauses in the fran - chise agreement. • Competition law rules impose certain requirements that agreements and provisions must not restrict competition. If the franchise agreement contains provisions that are anti-competitive (eg, provisions on fixed prices or minimum prices), these provi - sions may be declared invalid (see 6. Restrictions on Competition in Franchise Agreements ). • If provisions are unreasonable, unfair or contrary to principles of fair conduct, the provisions may be amended or set aside pursuant to Section 36 of the Danish Contracts Act. 8. Dispute Resolution 8.1 Enforcement of Foreign Judgments Foreign Judgments The 1968 Brussels Convention, the 2007 Lugano Convention and EU Regulation 1215/2012 apply in Denmark. Hence, foreign judgments from EU mem - ber states and EFTA countries (Iceland, Liechten - stein, Norway and Switzerland) can be recognised and enforced in Denmark. Yet, it is important to note that certain conditions must be met and that specific exceptions apply. Judgments issued by courts outside the EU and EFTA are generally not recognised and cannot be enforced in Denmark. Foreign Arbitration Awards Denmark is a party to the 1958 Convention on the Recognition and Enforcement of Foreign Arbitral Awards (the “New York Convention”). This means that arbitration awards from other countries which have also acceded to the Convention can generally be rec - ognised and enforced in Denmark. Pursuant to the Danish Arbitration Act, all foreign arbitration awards can generally be recognised and enforced in Denmark. This includes arbitration awards from countries that are not party to the New York Con - vention. To enforce a foreign arbitration award, the party seek - ing enforcement must submit a request to the Danish
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