What rights does BNC, as the exclusive licensee, have in the United States regarding the Benihana Marks?
Benihana Franchise · 2024 FDDAnswer from 2024 FDD Document
a designated BENIHANA Restaurant. Franchisee will be responsible for all expenses incurred in connection with Ongoing Training, including, without limitation, salaries or wages, transportation, lodging, and meals of Franchisee's employees.
- 5.5.2 If BNC agrees to conduct any Ongoing Training at the Location, Franchisee will reimburse BNC for the reasonable out-of-pocket expenses incurred by BNC's training instructors in providing such Ongoing Training, including but not limited to travel expenses, food and lodging, and auto rental.
- 5.6 Franchisee will provide to its employees, at Franchisee's expense, all training-related materials BNC may require in any other form, including web-based training, video-conferencing, or any other training that may be provided without face-to-face instruction.
ARTICLE 6. THE MARKS AND CONFIDENTIAL INFORMATION
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.
Source: Item 23 — Receipts (FDD pages 74–576)
What This Means (2024 FDD)
According to Benihana's 2024 Franchise Disclosure Document, Benihana National Corp. (BNC) holds significant rights as the exclusive licensee of the Benihana Marks in the United States. These marks include BENIHANA®, BENIHANA OF TOKYO®, and the "Flower" symbol. BNC's rights encompass the enforcement, development, and publicizing of these marks, along with the associated goodwill. This means BNC has the authority to protect the brand's image and reputation, expand its market presence, and promote its unique identity.
Specifically, BNC has the power to use and sublicense the Benihana Marks within the United States. This allows them to grant franchises and authorize third parties to operate Benihana restaurants. However, franchisees must adhere to BNC's designated marks and usage guidelines, as outlined in the franchise agreement and Benihana standards. Unauthorized use of the marks constitutes an infringement of BNC's rights and a breach of contract.
BNC also maintains control over the brand's online presence, with the sole right to establish an Internet "home page" using any of the Marks and regulate linked home pages operated by franchisees. Furthermore, BNC can modify the marks and substitute different marks for use in identifying the Benihana system. This level of control ensures brand consistency and allows BNC to adapt to changing market conditions or legal requirements.
Prospective franchisees should understand that while they are granted a license to use the Benihana Marks, they do not acquire any ownership interest in them. All goodwill generated through the franchisee's use of the marks inures solely to the benefit of the owner, Noodle Time, Inc. Upon termination of the franchise agreement, the franchisee retains no rights to the goodwill associated with their prior use of the Benihana Marks.