If a Bhc franchisee makes changes to the standard menu, who must they indemnify and hold harmless?
Bhc Franchise · 2025 FDDAnswer from 2025 FDD Document
(a) A standard menu format and menu items (including new items) is required by Franchisor and must be used by Franchisee. Any changes, additions, or deletions in the menu format to be used at the Franchised BHC Restaurant must be approved in writing by Franchisor prior to its use by Franchisee. Franchisee agrees to indemnify and hold Franchisor and Franchisor's affiliated entities, equity owners, managers, officers, employees, and agents harmless from and against any and all loss, damage, cost, or expense, including reasonable attorney's fees, resulting from any change Franchisee makes in the standard menu or for any deviation of Franchisee's products from the descriptions contained in Franchisor's approved menu. Franchisor may change the standard menu format at any time.
Source: Item 23 — Receipts (FDD pages 52–230)
What This Means (2025 FDD)
According to Bhc's 2025 Franchise Disclosure Document, a franchisee must indemnify and hold harmless Bhc and its affiliated entities, equity owners, managers, officers, employees, and agents if the franchisee makes changes to the standard menu without written approval from Bhc. This means the franchisee is responsible for protecting Bhc from any losses, damages, costs, or expenses, including reasonable attorney's fees, that arise from unauthorized menu changes or deviations from approved product descriptions.
This requirement underscores Bhc's control over its brand standards and menu consistency. Franchisees are expected to adhere strictly to the approved menu to maintain uniformity across all locations. The franchisor retains the right to modify the standard menu format at any time, ensuring that franchisees stay aligned with any changes implemented by Bhc.
The franchisee's obligation to indemnify Bhc serves as a financial safeguard for the franchisor. If a franchisee's unauthorized menu changes lead to customer complaints, legal issues, or any other form of financial loss for Bhc, the franchisee is liable for covering those costs. This provision is a common practice in franchising, designed to protect the franchisor's brand and reputation from potential harm caused by individual franchisees.
Prospective Bhc franchisees should understand that any deviation from the approved menu requires prior written consent from Bhc. Failure to obtain this approval can result in the franchisee being held financially responsible for any resulting damages or losses incurred by Bhc. This highlights the importance of clear communication and adherence to the franchisor's established procedures for menu modifications.