What documents are included in the definition of 'Agreement' for a Bhc franchise?
Bhc Franchise · 2025 FDDAnswer from 2025 FDD Document
"Operations Manual" means the manual or manuals (regardless of title) containing Franchisor's trade secrets and the policies and procedures to be adhered to by Master Franchisee in performing under this Agreement, including any amendments, supplements, derivative works, and replacements, whether embodied in electronic or other media.
"Principal Equity Operator" means each person who owns not less than 5% of the voting right or equity interest in Master Franchisee and the individual who will be responsible for the development and operation of the Franchised Business.
All communication with Master Franchisee shall be through the Principal Equity Operator.
"Royalty" or "Royalties" means the ongoing fee (calculated as a percentage of Master Franchisee's Gross Revenues) that Master Franchisee must pay Franchisor on a monthly basis as described in and required by MFA 4.3 hereof.
"BHC Restaurant" means a full fast casual Korea-style fried chicken and sandwich restaurant at a location Franchisor consents to and includes Franchised BHC Restaurant, Subfranchised BHC Restaurant, and other BHC Restaurants owned, operated, or licensed by Franchisor and exclusively dedicated to the operation of the Franchised Business under the Marks and in accordance with the System.
"System" means, collectively, the valuable operational systems prescribed by Franchisor to be used in the conduct of the Franchised Business, as set forth in this Agreement and the Operations Manual.
Source: Item 23 — Receipts (FDD pages 52–230)
What This Means (2025 FDD)
Based on the 2025 Franchise Disclosure Document, the definition of 'Agreement' for a Bhc franchise includes the franchise agreement itself and the Operations Manual. The Operations Manual contains Bhc's trade secrets, policies, and procedures that the franchisee must adhere to while operating under the agreement. This manual may be updated or amended by Bhc. The definition of 'System' also refers to 'this Agreement and the Operations Manual.'
For a prospective franchisee, this means that understanding the full scope of the agreement requires careful review of both the franchise agreement and the Operations Manual. The Operations Manual is critical because it details the specific operational requirements and standards that Bhc expects franchisees to follow. Changes to the Operations Manual can occur at any time, and franchisees are obligated to comply with these changes.
It is important to note that the definition of 'Agreement' does not explicitly include other documents such as addenda, exhibits, or other related agreements. However, other sections of the FDD mention documents like the Addendum to Lease (Exhibit 5) and restated Exhibit 1, which contains the exact location of the Franchised Bhc Restaurant. While these documents are not technically part of the 'Agreement' definition, they are integral to the franchise relationship and should be carefully reviewed.
Therefore, while the core 'Agreement' consists of the franchise agreement and Operations Manual, prospective Bhc franchisees should pay close attention to all referenced exhibits, addenda, and related documents to fully understand their rights and obligations. It would be prudent for a potential franchisee to ask Bhc for a comprehensive list of all documents that constitute the entire agreement and to seek legal counsel to review all documents before signing.