What rights does Bambu reserve for itself and its affiliates regarding the use of the Marks?
Bambu Franchise · 2025 FDDAnswer from 2025 FDD Document
erations of such Existing Shoppes. Bambu may renew the Franchise Agreements or enter into successor Franchise Agreements for such Existing Shoppes.
- 1.2. Franchisor's Reservation of Rights. Franchisee acknowledges that the rights granted in this MUD Agreement are non-exclusive and that Bambu, for itself and its affiliates, successors and assigns, reserves the rights, among others:
- (a) to use the Marks to identify any type of products and services, promotional and marketing efforts or related items, and to identify products and services distributed or otherwise made available through alternative channels of distribution (other than Bambū shoppes), at any
location, and on any terms and conditions as Bambu determines including, but not limited to, sales through channels such as wholesale or retail distribution, Internet marketing and distribution, social media marketing, mail order, catalog, retail store display or made-to-order or pre-packaged product sales in grocery stores, at any location;
- (b) to use and license the use of different proprietary marks or methods (for example, if Bambu acquires or is acquired by another business that provides products and services similar to or the same as a shoppe) in connection with the sale of products and services similar to or the same as those which Franchisee sells, whether in alternative channels of distribution or through owning, developing, operating or franchising stores which are the same as, or similar to, or different from Bambū shoppes, at any location, and on any terms and conditions as determined by Bambu;
- (c) To use and to license others to use the Marks and Bambū system to establish restaurants similar to Bambū shoppes that service walkup and drive-thru customers but without indoor seating (a "Drive-Thru shoppe"), at any location, including in Franchisee's Development Area; provided that if Bambu desires to open or permit someone else to open a Drive-Thru shoppe in Franchisee's Development Area, Bambu will give Franchisee a right of first refusal to participate in the Drive-Thru shoppe with either partial or whole ownership thereof;
- (d) to use and license others to use the Marks and Bambū system to establish shoppes at Institutional Facilities at any location. "Institutional Facilities" means outlets that serve primarily customers located within a captive facility, such as parks charging admission, stadiums, amusement parks, theaters, art centers, airports, transportation facilities, department stores, business and industrial complexes, museums, educational facilities, hospitals, military complexes, buyer club facilities, casinos, resorts, hotels, and convention centers. Bambu, on behalf of itself, its affiliates and designees, reserves the right to contract with Institutional Facilities to develop and operate shoppes within these facilities; and
- (e) to engage in any other activities not expressly prohibited by this MUD Agreement.
- 1.3. Franchise Agreement First Shoppe Developed. The parties acknowledge that the Bambū Franchise Agreement governing the operation of Franchisee's first Bambū shoppe to be opened hereunder is being executed concurrently with this MUD Agreement. Franchisee agrees to comply with the terms and conditions of the Franchise Agreement as a part of its obligations hereunder and acknowledges that failure to execute and comply with such Franchise Agreement is a breach of this MUD Agreement.
- 1.4. No Grant of Franchise. This MUD Agreement is not a franchise agreement and Bambu does not grant Franchisee any franchise rights or other similar rights to use the Marks or Bambū system under this MUD Agreement. Franchisee has no right to license or subfranchise others to use the Marks or Bambū system. Other than the right to enter into subsequent Franchise Agreements, as referenced in Section 3.2 below, nothing in this MUD Agreement grants to Franchisee the right to enter into any agreement with respect to the Marks or Bambū system.
2. INITIAL FRANCHISE AND DEVELOPMENT FEES
2.1. Fees.
Source: Item 23 — Receipts (FDD pages 52–209)
What This Means (2025 FDD)
According to Bambu's 2025 Franchise Disclosure Document, Bambu retains significant rights regarding the use of its trademarks and system, even within a franchisee's development or protected area. Bambu reserves the right to use the marks to identify any type of products and services, promotional and marketing efforts, or related items through alternative channels of distribution other than Bambu shoppes. These alternative channels include wholesale or retail distribution, internet marketing, social media, mail order, catalogs, retail store displays, or pre-packaged product sales in grocery stores, at any location. This means that while a franchisee may have a protected area for their physical store, Bambu can still market and sell products using the same trademarks through other avenues, potentially competing with the franchisee's business.
Bambu also reserves the right to use and license others to use the marks and Bambu system to establish shoppes at Institutional Facilities, which are defined as outlets serving primarily customers within captive facilities like parks, stadiums, airports, department stores, educational facilities, hospitals, and hotels. Bambu can contract directly with these Institutional Facilities to develop and operate shoppes. Additionally, Bambu can use and license different proprietary marks or methods if it acquires or is acquired by another business that provides similar products and services. They can also establish restaurants similar to Bambu shoppes that service walk-up and drive-thru customers but without indoor seating, even within a franchisee's development area, offering the franchisee a right of first refusal to participate in the Drive-Thru shoppe.
Furthermore, Bambu retains the right to direct telephone companies and directory publishers to transfer any telephone, telecopy, or facsimile machine numbers and directory listings relating to the Bambu shoppe to Bambu or its designee if the franchisee fails or refuses to do so. Bambu also has the authority to remove from the Internet all sites and social media accounts referring to the franchisee's former Bambu shoppe or any of the marks and to cancel or assign to Bambu all rights to any domain names for any sites on the Internet and social media accounts that refer to the franchisee's former Bambu shoppe or any of the marks. These reservations of rights highlight that the franchise rights granted to a Bambu franchisee are non-exclusive, and Bambu retains considerable control over the brand and its usage.
These stipulations are important for potential franchisees to consider, as they illustrate that Bambu retains considerable control over its trademarks and business system. While franchisees are granted the right to operate a Bambu shoppe, Bambu can still leverage its brand through various other channels, potentially impacting the franchisee's market share and revenue. Franchisees should carefully evaluate these terms and consider how they might affect their business operations and profitability.