Who has the exclusive property rights to use the Bhc Marks and Intellectual Property within the franchised system?
Bhc Franchise · 2025 FDDAnswer from 2025 FDD Document
r 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. 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.
Source: Item 23 — Receipts (FDD pages 52–230)
What This Means (2025 FDD)
According to Bhc's 2025 Franchise Disclosure Document, the franchisor retains exclusive property rights to use the Marks and Intellectual Property within the franchised system. The FDD specifies that as between the franchisee (or master franchisee) and Bhc, all rights to use the Marks and Intellectual Property within the franchised System are Bhc's exclusive property. The franchisee acknowledges that their use of the Marks and Intellectual Property is a temporary, authorized use under the Franchise Agreement.
This means that while franchisees are granted a license to use Bhc's trademarks, logos, and other intellectual property to operate their restaurants, they do not own these assets. The franchisee's use of these marks is limited to the scope defined in the Franchise Agreement and Operations Manual. Any unauthorized use of the Marks and Intellectual Property is considered an infringement of Bhc's rights.
Furthermore, any materials created by the franchisee incorporating Bhc's Marks or related to Bhc's products and services automatically become the sole property of Bhc. This includes artwork, graphics, layouts, slogans, and other similar materials. The franchisee irrevocably assigns all such materials and associated intellectual property rights to Bhc. This ensures that Bhc maintains complete control over its brand and intellectual property, even concerning materials developed by franchisees.
This arrangement is typical in franchising, as it allows the franchisor to maintain brand consistency and protect its intellectual property rights across all franchise locations. Prospective Bhc franchisees should understand that they are essentially licensing the use of the brand's intellectual property and must adhere to the franchisor's guidelines to avoid infringement.