Who benefits from the goodwill arising from a Bb.Q Chicken franchisee's use of the Intellectual Property?
Bb_Q_Chicken Franchise · 2025 FDDAnswer from 2025 FDD Document
In consideration for such specialized training, trade secrets and confidential information (including, without limitation, information regarding the operational, sales, promotional and marketing methods and techniques of us and the System which are beyond the present skills and experience of you and the Principal(s) and your managers and employees), you and the Principal(s) covenant that with respect to you, during the term of this Agreement, except as otherwise approved in writing by us, which approval may be withheld or denied in our sole and absolute discretion, neither you nor any of the Principal(s) shall, either directly or indirectly, for themselves or through, on behalf of or in conjunction with any person(s), partnership or corporation:
(a) Divert, or attempt to divert, any business or customer of the Franchised Business to any competitor, by direct or indirect inducement or otherwise, or do or perform, directly or indirectly, any other act injurious or prejudicial to the goodwill associated with the Marks and the System or in any manner interfere with, disturb, disrupt, decrease or otherwise jeopardize the business of the Franchisor or any bb.q Chicken franchisees or Franchisor-affiliated outlets.
(b) Own, maintain, operate, engage in, or have any financial or beneficial interest in (including any interest in corporations, partnerships, trusts, unincorporated associations or joint ventures), advise, assist or make loans to, any business located within the United States, its territories, states or commonwealths, or any other country, province, state or geographic area in which we have used, sought registration of or registered the same or similar Marks or operates or licenses others to operate a business under the same or similar Marks, which business is of a character and concept similar to the Franchised Business, including a food service business which offers and sells the same or similar food products (a "Competitive Business").
Source: Item 23 — RECEIPTS (FDD pages 62–283)
What This Means (2025 FDD)
According to the 2025 Bb.Q Chicken Franchise Disclosure Document, franchisees are prohibited from taking actions that could be detrimental to the goodwill associated with the Bb.Q Chicken brand and system. Specifically, franchisees cannot divert business or customers to competitors or engage in activities that could harm the brand's reputation or the business of other Bb.Q Chicken franchisees or affiliated outlets. This restriction applies during the term of the Franchise Agreement, ensuring that franchisees remain committed to upholding the brand's image and operational standards.
Furthermore, the FDD states that franchisees must clearly indicate the independent ownership of their business in all public records and interactions, ensuring that it is distinct from the operations of Bb.Q Chicken itself. This requirement helps to maintain the integrity of the franchise system while also emphasizing the franchisee's role as a separate business entity. Franchisees are also required to use marketing and promotional materials, signs, and other items bearing the Bb.Q Chicken marks in the form, color, location, and manner prescribed by Bb.Q Chicken. This control over branding ensures consistency across all franchise locations and reinforces the brand's identity in the marketplace.
These measures collectively ensure that the goodwill associated with the Bb.Q Chicken brand primarily benefits the franchisor, Bb.Q Chicken, by protecting its brand reputation and ensuring consistent quality and presentation across all franchise locations. While franchisees benefit from the brand's recognition and established system, the ultimate control and ownership of the brand's goodwill remain with Bb.Q Chicken. This is a common arrangement in franchising, where the franchisor invests in building the brand and sets standards to maintain its value.