What is the Bhc Master Franchisee prohibited from doing after the termination of the franchise agreement regarding the Marks?
Bhc Franchise · 2025 FDDAnswer from 2025 FDD Document
- (a) In the event of termination, cancellation or expiration of this Agreement whether by reason of Master Franchisee's breach, default, non-renewal, lapse of time or other cause, in addition to any other obligations provided for in this Agreement, Master Franchisee must forthwith discontinue the use or display of the Marks in any manner whatsoever, and Master Franchisee may not thereafter operate or do business under the Marks or any other BHC brand or any other name or in any manner that might tend to give the general public the impression that Master Franchisee is in any way associated or affiliated with Franchisor, or any of the businesses conducted by Franchisor or the Owner of the Marks, including without limitation repainting the business premises in a distinctively different color and removing or rearranging distinctive elements of the Trade Dress. Master Franchisee must contact online review sites and other online directories and websites which have made reference to Master Franchised BHC Restaurant during the 18 months prior to the date this Agreement terminates, is cancelled, or expires, and request the removal of all use of the trademarks in connection with the former BHC franchised BHC Restaurant (and the physical address of the former BHC Restaurant) and all use of former reviews from the period Master Franchisee was a BHC Master Franchisee. And, Master Franchisee also must comply with section 15.2 respecting the return to Franchisor of certain materials and must not thereafter use, in any manner, or for any purpose, directly or indirectly, any of the Proprietary Information, Trade Secrets, procedures, techniques, or materials acquired by Master Franchisee by virtue of the relationship established by this Agreement, including, without limitation, (i) any training or other materials, manuals, bulletins, instruction sheets, or supplements thereto, or (ii) any equipment, videotapes, videodiscs, forms, advertising matter, devices, insignias, slogans or designs used from time to time in connection with the Franchised Business.
Source: Item 23 — Receipts (FDD pages 52–230)
What This Means (2025 FDD)
According to Bhc's 2025 Franchise Disclosure Document, after the termination, cancellation, or expiration of the Master Franchise Agreement, the Master Franchisee faces several restrictions regarding the use of Bhc's Marks. The Master Franchisee must immediately stop using or displaying the Marks in any way and cannot operate under the Bhc brand or any similar name that might suggest affiliation with Bhc. This includes actions like repainting the business premises to a different color and removing distinctive elements of the trade dress.
Furthermore, the Master Franchisee is obligated to contact online review sites and directories to remove any references to the Bhc Restaurant and trademarks, including past reviews from their time as a franchisee. They are also prohibited from using any proprietary information, trade secrets, procedures, techniques, or materials acquired during the franchise relationship. This encompasses training materials, manuals, equipment, advertising matter, and designs associated with the Bhc business.
In essence, upon termination of the agreement, the former Bhc Master Franchisee must completely disassociate from the brand, ensuring no public confusion about their affiliation with Bhc. This includes physical changes to the business location, ceasing the use of marketing materials, and preventing the use of any knowledge gained during the franchise term to unfairly compete or misrepresent their business.