Is the Bhc franchisee required to execute documents related to the ownership of materials?
Bhc Franchise · 2025 FDDAnswer from 2025 FDD Document
- (f) Franchisee agrees that all materials associated with Franchisor, BHC Products, Ancillary Products, or other services, artwork, graphics, layouts, slogans, names, titles, text or similar materials incorporating, or being used in connection with, the Marks which may be created by Franchisee, Franchisee's employees, agents and subcontractors and any other party with whom Franchisee may contract to have such materials produced pursuant to this Agreement will become the sole property of the Owner of the Marks, including copyright and trademark rights.
In furtherance thereof, Franchisee hereby and irrevocably assigns to Franchisor all such materials, artwork, graphics, layouts, slogans, names, titles, text, or similar materials, whether presently or hereafter existing ("Works").
Furthermore, Franchisee agrees on behalf of itself, its employees, its agents, its subcontractors, and any other party with whom Franchisee may contract to have such materials produced, to promptly execute any and all appropriate documents in this regard.
Franchisee acknowledges and agrees that as between Franchisee and Franchisor, all Works (and all Intellectual Property Rights in and to the Works) are owned exclusively by Franchisor, except as otherwise set forth herein.
The Works will not entitle Franchisee to any Intellectual Property Rights in and to the System and the System will not become a joint work of authorship as a result of the Works under any circumstances.
The Works will be considered as a "work for hire" (as defined under the United States Copyright Act), and such Works will be owned by and for the benefit of Franchisor.
To the extent that any such Works may not constitute a work for hire, Franchisee hereby grants, assigns, and transfers all right, title and interest in and to such Works, including all rights in and to the Intellectual Property therein, without compensation, to Franchisor and agrees to execute any and all further documents and things reasonably required by Franchisor to effect and record such assignment.
If Franchisee has any such rights that cannot be assigned to Franchisor, Franchisee waives the enforcement of such rights, and if Franchisee has any rights which cannot be assigned or waived, Franchisee hereby grants to Franchisor an exclusive, irrevocable, perpetual, worldwide, fully paid license (with right to
Source: Item 23 — Receipts (FDD pages 52–230)
What This Means (2025 FDD)
According to Bhc's 2025 Franchise Disclosure Document, franchisees are required to execute documents related to the ownership of materials. Specifically, any materials associated with Bhc, its products, or services, including artwork, graphics, layouts, slogans, names, titles, and text, created by the franchisee or their agents, become the sole property of the owner of the marks, which includes copyright and trademark rights.
The Bhc franchise agreement stipulates that franchisees must irrevocably assign all such materials to Bhc. This assignment covers all existing and future materials. Furthermore, franchisees must ensure that their employees, agents, subcontractors, and any other parties involved in producing these materials also execute appropriate documents to confirm this transfer of ownership.
This requirement ensures that Bhc maintains control over its brand and intellectual property. It prevents franchisees from independently owning or using materials that could impact the brand's image or create inconsistencies across different franchise locations. The FDD also clarifies that these materials are considered a "work for hire" under copyright law, further solidifying Bhc's ownership. If any rights cannot be assigned, the franchisee agrees to waive enforcement of those rights or grant Bhc an exclusive, perpetual, worldwide, fully paid license to use them.