Is the Bhc franchisee required to execute further documents related to the assignment of 'Works'?
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.
Source: Item 23 — Receipts (FDD pages 52–230)
What This Means (2025 FDD)
According to Bhc's 2025 Franchise Disclosure Document, the franchisee is required to execute further documents to assign 'Works' to Bhc. 'Works' refers to all materials associated with Bhc, its products, ancillary products, or other services, including artwork, graphics, layouts, slogans, names, titles, and text, that the franchisee or their employees, agents, subcontractors, or any other contracted party creates in connection with the Marks. These 'Works' become the sole property of the owner of the Marks, including all copyright and trademark rights.
The franchisee irrevocably assigns all such 'Works,' whether existing now or in the future, to Bhc. To further ensure this assignment, the franchisee agrees to promptly execute any and all appropriate documents that Bhc requires. This obligation extends to the franchisee's employees, agents, subcontractors, and any other party they contract with to produce such materials.
This provision clarifies that all 'Works' and the associated Intellectual Property Rights are exclusively owned by Bhc, ensuring that the franchisee does not gain any Intellectual Property Rights in the System as a result of creating these 'Works'. The document specifies that these 'Works' are considered a 'work for hire' under the United States Copyright Act, benefiting Bhc. If any 'Works' do not qualify as a 'work for hire,' the franchisee still assigns all rights, titles, and interests to Bhc without compensation and agrees to execute any further documents needed to record the assignment.
In cases where the franchisee retains rights that cannot be assigned, they waive the enforcement of those rights. If any rights cannot be assigned or waived, the franchisee grants Bhc an exclusive, irrevocable, perpetual, worldwide, fully paid license to use those rights. This comprehensive approach ensures that Bhc maintains full control and ownership over all materials associated with its brand and system, protecting its intellectual property and brand identity.