Who owns the materials created by the Bhc franchisee related to the Marks?
Bhc Franchise · 2025 FDDAnswer from 2025 FDD Document
- (f) Franchisee agrees that all materials associated with Franchisor, BHC Products, Ancillary Products, or other services, artwork, graphics, layouts, slogans, names, titles, text or similar materials incorporating, or being used in connection with, the Marks which may be created by Franchisee, Franchisee's employees, agents and subcontractors and any other party with whom Franchisee may contract to have such materials produced pursuant to this Agreement will become the sole property of the Owner of the Marks, including copyright and trademark rights.
In furtherance thereof, Franchisee hereby and irrevocably assigns to Franchisor all such materials, artwork, graphics, layouts, slogans, names, titles, text, or similar materials, whether presently or hereafter existing ("Works").
Furthermore, Franchisee agrees on behalf of itself, its employees, its agents, its subcontractors, and any other party with whom Franchisee may contract to have such materials produced, to promptly execute any and all appropriate documents in this regard.
Franchisee acknowledges and agrees that as between Franchisee and Franchisor, all Works (and all Intellectual Property Rights in and to the Works) are owned exclusively by Franchisor, except as otherwise set forth herein.
The Works will not entitle Franchisee to any Intellectual Property Rights in and to the System and the System will not become a joint work of authorship as a result of the Works under any circumstances.
The Works will be considered as a "work for hire" (as defined under the United States Copyright Act), and such Works will be owned by and for the benefit of Franchisor.
To the extent that any such Works may not constitute a work for hire, Franchisee hereby grants, assigns, and transfers all right, title and interest in and to such Works, including all rights in and to the Intellectual Property therein, without compensation, to Franchisor and agrees to execute any and all further documents and things reasonably required by Franchisor to effect and record such assignment.
If Franchisee has any such rights that cannot be assigned to Franchisor, Franchisee waives the enforcement of such rights, and if Franchisee has any rights which cannot be assigned or waived, Franchisee hereby grants to Franchisor an exclusive, irrevocable, perpetual, worldwide, fully paid license (with right to
Source: Item 23 — Receipts (FDD pages 52–230)
What This Means (2025 FDD)
According to Bhc's 2025 Franchise Disclosure Document, any materials created by a franchisee, their employees, agents, or subcontractors that incorporate or are used in connection with Bhc's Marks become the sole property of the owner of those Marks. This includes copyright and trademark rights.
This means that if a Bhc franchisee creates artwork, graphics, layouts, slogans, names, titles, or text related to Bhc products or services, these creations automatically belong to Bhc. The franchisee irrevocably assigns all rights to these materials to Bhc, and must execute any documents necessary to confirm this assignment. This transfer of ownership applies to both existing and future materials.
The FDD states that these creations are considered "work for hire" under United States Copyright Act. Even if they don't qualify as work for hire, the franchisee still assigns all rights to Bhc without compensation. The franchisee also waives any rights they cannot assign, and grants Bhc an exclusive, perpetual, worldwide, fully paid license for any rights that cannot be assigned or waived. This ensures that Bhc maintains complete control over its brand and associated materials.
This clause is typical in franchising, as franchisors need to protect their brand identity and ensure consistent marketing and advertising. By owning all materials related to their Marks, Bhc can maintain quality control and prevent franchisees from using unauthorized or inconsistent branding.