Who owns the Proprietary Information, including Trade Secrets, related to the Bhc franchise?
Bhc Franchise · 2025 FDDAnswer from 2025 FDD Document
(b) Franchisee acknowledges that Franchisor is the sole owner of all Proprietary Information, including the Trade Secrets; that such information is being imparted to Franchisee only because of Franchisee's special status as a franchisee of the System; and that the Proprietary Information is not generally known to Franchisor's industry or the public at large and is not known to Franchisee except by reason of such disclosure.
Franchisee further acknowledges that Franchisee will acquire no interest in the Proprietary Information disclosed to Franchisee, other than the right to use it in the development and operation of the Franchised BHC Restaurant during the term of this Agreement.
- (c) Franchisee agrees that Franchisee will not do or permit any act or thing to be done in derogation of any of Franchisor's rights in connection with the Marks, either during the term of this Agreement or thereafter, and that Franchisee will use these only for the uses and in the manner franchised and licensed hereunder and as herein provided.
Furthermore, Franchisee and Franchisee's employees and agents will not engage in any act or conduct that impairs the goodwill associated with the Marks.
Source: Item 23 — Receipts (FDD pages 52–230)
What This Means (2025 FDD)
According to Bhc's 2025 Franchise Disclosure Document, the franchisor retains sole ownership of all Proprietary Information, including Trade Secrets. This encompasses any confidential data and information provided to the franchisee, including the contents of the Operations Manual. Bhc discloses these Trade Secrets to the franchisee as reasonably needed for operating the Franchised Business. This is facilitated through the Operations Manual, training, and ongoing assistance.
The franchisee's access to this information is strictly due to their status as a franchisee within the Bhc system. The Proprietary Information is not generally known outside of Bhc's network, and the franchisee acknowledges that they only gain access to it through their relationship with Bhc. The franchisee does not acquire any ownership interest in the Proprietary Information, only the right to use it during the term of the Franchise Agreement for their Bhc restaurant.
The franchisee is prohibited from taking any actions that could harm Bhc's rights to its Marks. This restriction applies both during and after the term of the agreement. The franchisee must use the Marks only as licensed and in the manner specified by Bhc. Furthermore, the franchisee, along with their employees and agents, must not engage in any conduct that could damage the goodwill associated with the Marks. This ensures that the brand's reputation and intellectual property are protected by Bhc.