What must the Master Franchisee do with Proprietary Information and Trade Secrets after termination of the Bhc Master Franchise Agreement?
Bhc Franchise · 2025 FDDAnswer from 2025 FDD Document
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, following the termination, cancellation, or expiration of the Master Franchise Agreement, the Master Franchisee is obligated to cease all use of Bhc's Proprietary Information and Trade Secrets. This includes any procedures, techniques, or materials acquired during the term of the agreement. Specifically, the Master Franchisee cannot use training materials, manuals, bulletins, instruction sheets, supplements, equipment, videotapes, videodiscs, forms, advertising matter, devices, insignias, slogans, or designs associated with the Bhc franchise.
Bhc's Master Franchisee must also contact online review sites and directories that referenced the BHC Restaurant during the 18 months prior to termination to request removal of all trademark uses and former reviews. This ensures that there is no lingering association between the former franchisee and the Bhc brand, maintaining the brand's integrity and reputation.
These restrictions on the use of Proprietary Information and Trade Secrets extend beyond simply ceasing operations. The Master Franchisee is contractually bound to protect Bhc's confidential information, preventing its use to compete with Bhc or to benefit any other business. This obligation is designed to safeguard Bhc's competitive advantage and protect its brand identity, even after the franchise relationship ends. Master Franchisees should be aware of these long-term obligations and factor them into their business decisions.