What is the relationship between Noodle Time, Inc. and BNC regarding the Benihana Marks?
Benihana Franchise · 2024 FDDAnswer from 2024 FDD Document
6.1 BNC represents that its wholly-owned subsidiary, Noodle Time, Inc, a corporation formed under Florida law and having its principal office at 1624 Market Street, Suite 311, Denver, Colorado 80202, owns all rights and interests in and to the Marks in the United States and elsewhere. BNC also represents that, under a Master License Agreement dated March 31, 1997 ("Master License") and an Addendum to Master License Agreement dated May 8, 2009, both executed by BNC and Noodle Time, Inc., BNC is the exclusive licensee of the Marks in the United States and elsewhere, with rights of enforcement, development, and publicizing of the Marks and the goodwill associated with and symbolized by them, including the right to use and sublicense the Marks in the United States. Thus, BNC covenants that it has the right and authority to sublicense the Marks to Franchisee under this Agreement.
Source: Item 23 — Receipts (FDD pages 74–576)
What This Means (2024 FDD)
According to Benihana's 2024 Franchise Disclosure Document, Noodle Time, Inc. owns all rights and interests in the Benihana Marks, including BENIHANA®, BENIHANA OF TOKYO®, and the "Flower" symbol. Benihana National Corp. (BNC) is the exclusive licensee of these Marks in the United States and elsewhere through a Master License Agreement dated March 31, 1997, and an Addendum dated May 8, 2009, both executed by BNC and Noodle Time, Inc. This agreement grants BNC the rights to enforce, develop, and publicize the Marks, including the right to use and sublicense them within the United States.
For a prospective Benihana franchisee, this means that while Noodle Time, Inc. is the ultimate owner of the Benihana brand's trademarks, BNC has the exclusive right to sublicense these Marks to franchisees. Therefore, franchisees will be granted the right to use the Benihana Marks by BNC, not directly by Noodle Time, Inc. This arrangement ensures that BNC has the authority to control and maintain the standards associated with the Benihana brand across all franchised locations.
This also implies that BNC is responsible for protecting and defending the Benihana Marks against infringement. Franchisees must use only the Marks designated by BNC and in the manner specified in the franchise agreement. Any unauthorized use of the Marks by a franchisee constitutes a breach of the agreement and an infringement of BNC's rights. All advertising and materials using the Marks must be approved by BNC before use. Franchisees must also notify BNC of any potential infringement or claims against the Marks, and BNC has the sole right to take action to protect the Marks.
Furthermore, BNC reserves the right to modify or substitute the Marks used in the Benihana system, and franchisees are obligated to comply with these changes. This provision allows BNC to adapt the brand's image and trademarks as needed, ensuring that the Benihana brand remains current and protected. Franchisees must adhere to BNC's decisions regarding the Marks to maintain uniformity and uphold the brand's integrity.