factual

What is the definition of 'Marks' in the context of post-termination obligations for a Bhc franchisee?

Bhc Franchise · 2025 FDD

Answer from 2025 FDD Document

(a) In the event of termination, cancellation or expiration of this Agreement whether by reason of Franchisee's breach, default, non-renewal, lapse of time or other cause, in addition to any other

obligations provided for in this Agreement, Franchisee must forthwith discontinue the use or display of the Marks in any manner whatsoever, and Franchisee may not thereafter operate or do business under the Marks or any other BHC brand or any other name or in any manner that might tend to give the general public the impression that Franchisee is in any way associated or affiliated with Franchisor, or any of the businesses conducted by Franchisor or the Owner of the Marks, including without limitation repainting the business premises in a distinctively different color and removing or rearranging distinctive elements of the Trade Dress. Franchisee must contact online review sites and other online directories and websites which have made reference to Franchisee's Franchised BHC Restaurant during the 18 months prior to the date this Agreement terminates, is cancelled, or expires, and request the removal of all use of the trademarks in connection with the former BHC Franchised BHC Restaurant (and the physical address of the former Franchised BHC Restaurant) and all use of former reviews from the period Franchisee was a BHC franchisee. And, Franchisee also must comply with section 15.2 respecting the return to Franchisor of certain materials and must not thereafter use, in any manner, or for any purpose, directly or indirectly, any of the Proprietary Information, Trade Secrets, procedures, techniques, or materials acquired by Franchisee by virtue of the relationship established by this Agreement, including, without limitation, (i) any training or other materials, manuals, bulletins, instruction sheets, or supplements thereto, or (ii) any equipment, videotapes, videodiscs, forms, advertising matter, devices, insignias, slogans or designs used from time to time in connection with the Franchised Business.

  • (b) If there is a termination, cancellation or expiration as described in section 15.1(a) above, Franchisee must comply with section 11.2 of this Agreement respecting post-termination competition and also promptly:
    • (i) remove at Franchisee's expense all signs erected or used by Franchisee and bearing the Marks, or any word or mark indicating that Franchisee is associated or affiliated with Franchisor;
    • (ii) erase or obliterate from letterheads, stationery, printed matter, advertising, or other forms used by Franchisee the Marks and all words indicating that Franchisee is associated or affiliated with Franchisor;
    • (iii) permanently discontinue all advertising stating or implying Franchisee is associated or affiliated with Franchisor or the System (if Franchisee engages in any business thereafter, Franchisee must use trade names, service marks or trademarks that are significantly different from those under which Franchisee had done business and must use sign formats that are significantly different in color and type face; and take all necessary steps to ensure that Franchisee's present and former employees, agents, officers, shareholders and partners observe the foregoing obligations); and
    • (iv) assign all interest and right to use all telephone numbers and all telephone and social media listings applicable to the Franchised BHC Restaurant in use at the time of such termination to Franchisor and take all actions necessary to change all such telephone numbers immediately and change all such telephone and social media listings as soon as possible.
    • (v) pay to the Franchisor all Royalties, other fees, and any and all amounts or accounts payable then owed the Franchisor or its affiliates pursuant to this Agreement, or pursuant to any other agreement, whether written or oral, including subleases and lease assignments, between the parties.
  • (c) If Franchisee fails or omits to make or cause to be made any removal or change described in section 15.1(b)(i) – (v) above, then Franchisor will have the right within 15 days after written notice to

Source: Item 23 — Receipts (FDD pages 52–230)

What This Means (2025 FDD)

According to Bhc's 2025 Franchise Disclosure Document, upon termination, cancellation, or expiration of the Franchise Agreement, a franchisee must immediately stop using or displaying the "Marks" in any way. The franchisee cannot operate or conduct business under the "Marks" or any other Bhc brand. They also cannot operate under any name or in any manner that might suggest to the public that they are associated or affiliated with Bhc. This includes repainting the business premises in a different color and removing or rearranging distinctive elements of the trade dress.

Specifically, the franchisee must contact online review sites and directories that referenced the franchised Bhc Restaurant within 18 months prior to termination. They must request the removal of all trademark use related to the former Bhc restaurant, including its physical address, and all former reviews from the period they were a Bhc franchisee. The franchisee must also return all proprietary materials to Bhc and not use any proprietary information, trade secrets, procedures, techniques, or materials acquired during the franchise relationship. This includes training materials, manuals, equipment, videotapes, forms, advertising matter, insignias, slogans, or designs.

Furthermore, the franchisee must remove all signs bearing the "Marks", erase the "Marks" from letterheads and advertising, and discontinue advertising that implies association with Bhc. If the franchisee continues in a similar business, they must use significantly different trade names and sign formats. They must also ensure that their employees observe these obligations. The franchisee must assign all telephone numbers and social media listings to Bhc. Failure to comply with these requirements gives Bhc the right to make these changes at the franchisee's expense after a 15-day written notice.

Disclaimer: This information is extracted from the 2025 Franchise Disclosure Document and is provided for research purposes only. It does not constitute legal or financial advice. Consult with a franchise attorney before making any investment decisions.