What does the Bhc Master Franchisee acknowledge regarding the Proprietary Information?
Bhc Franchise · 2025 FDDAnswer from 2025 FDD Document
(a) Under this Agreement, Franchisor is granting Master Franchisee access to the Proprietary Information, and Franchisor's other confidential data and information.
Master Franchisee acknowledges that the material and information now and hereafter provided or revealed to Master Franchisee pursuant to this Agreement (including in particular, but without limitation, the contents of the Operations Manual) are Franchisor's Trade Secrets and are revealed in confidence, and Master Franchisee expressly agrees to keep and respect the confidences so reposed, both during the term of this Agreement and thereafter.
Franchisor expressly reserves all rights with respect to the Marks, Proprietary Information, methods of operation and other proprietary information, except as may be expressly granted to Master Franchisee hereby or in the Operations Manual.
Franchisor will disclose to Master Franchisee certain Trade Secrets as reasonably needed for the operation by Master Franchisee of the Franchised Business by loaning to Master Franchisee, for the term of this Agreement, the Operations Manual and other written materials containing the Trade Secrets, through training and assistance provided to Master Franchisee hereunder, and by and through the performance of Franchisor's other obligations under this Agreement.
- (b) Master Franchisee acknowledges that Franchisor is the sole owner of all Proprietary Information, including the Trade Secrets; that such information is being imparted to Master Franchisee only because of Master Franchisee's special status as a Master Franchisee of the System; and that the Proprietary Information is not generally known to Franchisor's industry or the public at large and is not known to Master Franchisee except by reason of such disclosure.
Master Franchisee further acknowledges that Master Franchisee will acquire no interest in the Proprietary Information disclosed to Master Franchisee, other than the right to use it in the development and operation of the BHC Restaurant during the term of this Agreement.
- (c) Master Franchisee agrees that Master Franchisee will not do or permit any act or thing to be done in derogation of any of Franchisor's rights in connection with the Marks, either during the term of this Agreement or thereafter, and that Master Franchisee will use these only for the uses and in the manner franchised and licensed hereunder and as herein provided.
Source: Item 23 — Receipts (FDD pages 52–230)
What This Means (2025 FDD)
According to Bhc's 2025 Franchise Disclosure Document, the Master Franchisee acknowledges several key points regarding the Proprietary Information. Specifically, the Master Franchisee recognizes that Bhc is granting them access to Proprietary Information and other confidential data. They understand that the materials and information provided, including the Operations Manual, are Bhc's trade secrets and are revealed in confidence. The Master Franchisee expressly agrees to maintain this confidentiality both during and after the term of the Master Franchise Agreement. Bhc retains all rights to the Proprietary Information, methods of operation, and other proprietary details, except for the specific rights granted to the Master Franchisee in the agreement or the Operations Manual.
Furthermore, the Master Franchisee acknowledges that Bhc is the sole owner of all Proprietary Information, including trade secrets. This information is provided to the Master Franchisee solely because of their special status as a Master Franchisee within the Bhc system. The Proprietary Information is not generally known within the industry or to the public and is only accessible to the Master Franchisee due to this disclosure. The Master Franchisee understands that they will not acquire any ownership interest in the Proprietary Information, beyond the right to use it for the development and operation of the Bhc Restaurant during the term of the agreement.
Finally, the Master Franchisee agrees not to take any actions that would undermine Bhc's rights related to the Marks, both during and after the agreement. They commit to using the Marks only as franchised and licensed under the agreement. This includes adhering to the guidelines and restrictions outlined in the agreement to protect the integrity and value of Bhc's Proprietary Information and brand identity. This ensures that the Master Franchisee understands the importance of protecting Bhc's confidential information and using it solely for the benefit of the franchised business.