What constitutes infringement regarding the Bhc Marks if done by the Master Franchisee?
Bhc Franchise · 2025 FDDAnswer from 2025 FDD Document
Master 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.
Master Franchisee agrees that as between Master Franchisee and Franchisor, all rights to use the Marks and Intellectual Property within the franchised System are Franchisor's exclusive property.
Master Franchisee now asserts no claim and will hereafter assert no claim to any goodwill, reputation, or ownership thereof because of Master 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 Master Franchisee and Franchisor, remain vested solely in Franchisor, and the use thereof is only co-extensive with the term of this Agreement.
- (c) Master Franchisee agrees that during the term of the Franchise, and after any assignment, expiration or termination of the Franchise, Master 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 Master Franchisee's use of the System, the Marks or Intellectual Property.
Source: Item 23 — Receipts (FDD pages 52–230)
What This Means (2025 FDD)
According to Bhc's 2025 Franchise Disclosure Document, a Master Franchisee infringes on Bhc's rights if they use the Marks outside the specific terms outlined in their agreement, without obtaining explicit written consent from Bhc. This includes any unauthorized use of Bhc's trademarks and intellectual property. The Master Franchisee's rights to use Bhc's Marks and intellectual property are limited to the scope defined within the franchise agreement, and all rights to these Marks remain the exclusive property of Bhc. The Master Franchisee cannot claim any ownership or goodwill associated with the Marks due to their use.
Specifically, the Master Franchisee must identify their franchised business using a trade name that includes "BHC" along with the phrase "INDEPENDENTLY OWNED AND OPERATED" in all advertising, promotional materials, and business dealings. They are also required to file and maintain a fictitious business name statement. The Master Franchisee is prohibited from identifying themselves as Bhc itself, or as a subsidiary, parent, division, shareholder, partner, joint venture, agent, or employee of Bhc. Furthermore, if the Master Franchisee is an entity, it cannot use the "BHC" Marks in its legal name.
Upon termination or expiration of the franchise agreement, the Master Franchisee must discontinue all use of the Marks and take necessary steps to remove signs, erase the Marks from materials, and discontinue advertising that implies association with Bhc. They must also assign all telephone numbers and social media listings associated with the Bhc Restaurant to Bhc. Failure to comply with these requirements allows Bhc to enter the premises and make the necessary changes at the Master Franchisee's expense. The Master Franchisee is also obligated to ensure that their employees sign releases allowing Bhc to use their name, image, and likeness for marketing purposes.