What must the Bhc Master Franchisee refrain from using after termination or expiration of the Master Franchise Agreement?
Bhc Franchise · 2025 FDDAnswer from 2025 FDD Document
everable from the other provisions of this Agreement, (ii) intended to survive any judgment, and (iii) not to be deemed merged into the judgment.
14.5 Survival.
The terms of this Article 14 survive termination, expiration or cancellation of this Agreement.
15. OBLIGATIONS AND RIGHTS UPON TERMINATION OR EXPIRATION
15.1 Master Franchisee's Obligations.
(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.
(b) If there is a termination, cancellation or expiration as described in section 15.1(a) above, Master Franchisee must comply with section 11.2 of this Agreement respecting post-termination competition and also promptly:
(i) remove at Master Franchisee's expense all signs erected or used by Master Franchisee and bearing the Marks, or any word or mark indicating that Master Franchisee is associated or affiliated with Franchisor;
(ii) erase or obliterate from letterheads, stationery, printed matter, advertising, or other forms used by Master Franchisee the Marks and all words indicating that Master Franchisee is associated or affiliated with Franchisor;
(iii) permanently discontinue all advertising stating or implying Master Franchisee is associated or affiliated with Franchisor or the System (if Master Franchisee engages in any business thereafter, Master Franchisee must use trade names, service marks or trademarks that are significantly different from those under which Master Franchisee had done business and must use sign formats that are significantly different in color and type face; and take all necessary steps to ensure that Master Franchisee's present and former employees, agents, officers, shareholders and partners observe the foregoing obligations); and
(iv) assign all interest and right to use all telephone numbers and all telephone and social media listings applicable to the BHC Restaurant in use at the time of such termination to Franchisor and take all actions necessary to change all such telephone numbers immediately and change all such telephone and social media listings as soon as possible.
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 must discontinue using or displaying the Marks in any manner. They cannot operate or conduct business under the Bhc Marks or any other Bhc brand, or any name that could give the impression of affiliation with Bhc. This includes repainting business premises and removing distinctive elements of the Trade Dress.
Additionally, the Master Franchisee must contact online review sites and directories to remove any references to the former Bhc Restaurant and trademarks. The Master Franchisee is prohibited from using any Proprietary Information, Trade Secrets, procedures, techniques, or materials acquired during the franchise relationship. This includes training materials, manuals, equipment, videotapes, forms, advertising matter, devices, insignias, slogans, or designs related to the Franchised Business.
For a period of two years after the termination date, the Master Franchisee is restricted from engaging in any competing business selling goods or services equivalent to Bhc Products within a 25-mile radius of the Master Franchisee's Territory or any other authorized retail location selling Bhc Products, unless they obtain express prior written consent from Bhc. The Master Franchisee must also return all copies of the Operations Manual and other Bhc proprietary materials and erase anything relating to Bhc from any computers and other media storage devices.