Which online entities must the Master Franchisee contact to remove trademarks after termination of the Bhc Master Franchise Agreement?
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, upon termination, cancellation, or expiration of the Master Franchise Agreement, the Master Franchisee has specific obligations regarding the use of Bhc's trademarks. The Master Franchisee must immediately stop using or displaying the trademarks in any way and cannot operate under the Bhc brand or any name that suggests affiliation with Bhc. This includes repainting the business premises and removing distinctive elements of the trade dress.
Specifically, the Master Franchisee is required to contact online review sites, online directories, and websites that have referenced the Bhc Restaurant within 18 months prior to the termination date. The Master Franchisee must request the removal of all trademark use related to the former Bhc Restaurant, including its physical address, and remove any reviews from the period the Master Franchisee operated as a Bhc Master Franchisee. This ensures that there is no continued association between the former franchisee and the Bhc brand in the online space.
In addition to contacting online entities, the Master Franchisee must return certain materials to Bhc and refrain from using any proprietary information, trade secrets, procedures, techniques, or materials acquired during the franchise relationship. This includes training materials, manuals, equipment, and advertising materials. The Master Franchisee must also comply with post-termination competition restrictions as outlined in the agreement.
Failure to comply with these obligations gives Bhc the right to enter the premises and make the necessary removals and changes at the Master Franchisee's expense. This highlights the importance of understanding and adhering to the termination requirements outlined in the Master Franchise Agreement to avoid potential financial consequences and legal issues.