What constitutes an infringement of the Owner of the Marks' and Franchisor's rights regarding the Bhc Marks and Intellectual Property?
Bhc Franchise · 2025 FDDAnswer from 2025 FDD Document
reof may use or display the Marks and Intellectual Property in connection with the operation of any business or other activity that is outside the scope of the Franchised Business. Franchisee may only use the Marks and Intellectual Property on the Internet or other electronic media in the manner and as specifically authorized by Franchisor in the Operations Manual or otherwise in writing. Franchisee agrees to be responsible for and supervise all its employees and agents to insure the proper use of the Marks and Intellectual Property in compliance with this Agreement.
- (b) Franchisee acknowledges and agrees (i) Franchisee's use of the Marks and Intellectual Property is a temporary authorized use under this Agreement, (ii) the Owner of the Marks retains all ownership interests in the Marks, and (iii) Franchisor and the Owner of the Marks retain all ownership of the goodwill generated by the Marks. Franchisee acknowledges that the use of the Marks outside the scope of the terms of this Agreement without Franchisor's written consent is an infringement of the Owner of the Marks' and Franchisor's exclusive right, title, and interest in and to the Marks and Intellectual Property. Franchisee agrees that as between Franchisee and Franchisor, all rights to use the Marks and Intellectual Property within the franchised System are Franchisor's exclusive property. Franchisee now asserts no claim and will hereafter assert no claim to any goodwill, reputation, or ownership thereof because of Franchisee's use thereof or otherwise. It is expressly understood and agreed that ownership and title of the Trade Dress, Operations Manual and Franchisor's other manuals, bulletins,
instruction sheets, forms, methods of operation and goodwill are and, as between Franchisee and Franchisor, remain vested solely in Franchisor, and the use thereof is only co-extensive with the term of this Agreement.
- (c) Franchisee agrees that during the term of the Franchise, and after any assignment, expiration or termination of the Franchise, Franchisee will not, directly or indirectly, commit an act of infringement or contest or aid others in contesting the validity, distinctiveness, secondary meaning, ownership or enforceability of the Marks or Intellectual Property, or take any other action in derogation of the Marks or Intellectual Property, and that no monetary amount will be assigned as attributable to any goodwill associated with Franchisee's use of the System, the Marks or Intellectual Property.
- (d) Franchisee hereby grants Franchisor the right at any time to use the name, image and likeness of Franchisee and all Principal Equity Operators for commercial purposes in connection with the marketing and promotion of the Marks, Franchisor's Intellectual Property, BHC Products, any BHC business location and the System, without any form of compensation or remuneration. Franchisee also agrees (i) to have any affected employee of Franchisee who is not a Principal Equity Operator sign a release in the form contained in the Operations Manual authorizing Franchisor to also use the employee's name, image and likeness for the purposes described in this section 9.1(d), without compensation or remuneration, and (ii) to provide Franchisor with a copy of such signed release. The terms of this section 9.1(d) survive termination or expiration of this Agreement.
- (e) Franchisee acknowledges that Franchisor prescribes uniform standards respecting the nature and quality of BHC Products provided by Franchisee in connection with which the Marks are used.
Source: Item 23 — Receipts (FDD pages 52–230)
What This Means (2025 FDD)
According to Bhc's 2025 Franchise Disclosure Document, an infringement of the Owner of the Marks' and Franchisor's rights occurs when a franchisee uses the Marks outside the scope of the franchise agreement without written consent from Bhc. This includes using trademarks, trade names, service marks, insignias, or logo types other than the Marks approved by Bhc. Franchisees also cannot use the Marks and Intellectual Property in connection with any business or activity outside the scope of the franchised business. Franchisees are responsible for ensuring their employees and agents properly use the Marks and Intellectual Property in compliance with the agreement. Bhc retains all ownership interests in the Marks and the goodwill generated by them. Franchisees acknowledge their use of the Marks and Intellectual Property is a temporary, authorized use under the franchise agreement.
Specifically, franchisees agree not to contest the validity, distinctiveness, ownership, or enforceability of the Marks or Intellectual Property during and after the franchise term. They also cannot take any action that would harm the Marks or Intellectual Property. Franchisees cannot claim any monetary amount for goodwill associated with their use of the System, Marks, or Intellectual Property. All materials created by the franchisee related to Bhc, its products, or services, which incorporate the Marks, become the sole property of the Owner of the Marks. This includes artwork, graphics, layouts, slogans, names, titles, and text.
Bhc also has the right to use the franchisee's name, image, and likeness, as well as those of their Principal Equity Operators, for commercial purposes in marketing and promoting the Marks, Intellectual Property, Bhc Products, any Bhc business location, and the System, without providing any compensation. Franchisees must also ensure that any affected employee who is not a Principal Equity Operator signs a release authorizing Bhc to use their name, image, and likeness for these purposes. This requirement survives the termination or expiration of the franchise agreement. These stipulations ensure Bhc maintains control over its brand and image, while franchisees are granted a limited license to use the Marks within the defined scope of their franchise agreement.