Who owns the rights to use the Marks and Intellectual Property within the Bhc franchised System?
Bhc Franchise · 2025 FDDAnswer from 2025 FDD Document
reof may use or display the Marks and Intellectual Property in connection with the operation of any business or other activity that is outside the scope of the Franchised Business. Franchisee may only use the Marks and Intellectual Property on the Internet or other electronic media in the manner and as specifically authorized by Franchisor in the Operations Manual or otherwise in writing. Franchisee agrees to be responsible for and supervise all its employees and agents to insure the proper use of the Marks and Intellectual Property in compliance with this Agreement.
- (b) Franchisee acknowledges and agrees (i) Franchisee's use of the Marks and Intellectual Property is a temporary authorized use under this Agreement, (ii) the Owner of the Marks retains all ownership interests in the Marks, and (iii) Franchisor and the Owner of the Marks retain all ownership of the goodwill generated by the Marks. Franchisee acknowledges that the use of the Marks outside the scope of the terms of this Agreement without Franchisor's written consent is an infringement of the Owner of the Marks' and Franchisor's exclusive right, title, and interest in and to the Marks and Intellectual Property. Franchisee agrees that as between Franchisee and Franchisor, all rights to use the Marks and Intellectual Property within the franchised System are Franchisor's exclusive property. Franchisee now asserts no claim and will hereafter assert no claim to any goodwill, reputation, or ownership thereof because of Franchisee's use thereof or otherwise. It is expressly understood and agreed that ownership and title of the Trade Dress, Operations Manual and Franchisor's other manuals, bulletins,
instruction sheets, forms, methods of operation and goodwill are and, as between Franchisee and Franchisor, remain vested solely in Franchisor, and the use thereof is only co-extensive with the term of this Agreement.
Source: Item 23 — Receipts (FDD pages 52–230)
What This Means (2025 FDD)
According to Bhc's 2025 Franchise Disclosure Document, the rights to use the Marks and Intellectual Property within the franchised system are the exclusive property of Bhc. However, the Owner of the Marks retains all ownership interests in the Marks. Bhc grants the franchisee the right to use and display the Marks during the term of the agreement, but this is a temporary authorized use. Franchisees cannot use the Marks and Intellectual Property outside the scope of the franchise agreement without written consent from Bhc, as doing so would infringe upon the rights of Bhc and the Owner of the Marks.
As a franchisee, you acknowledge that your use of Bhc's Marks and Intellectual Property is temporary and authorized only under the franchise agreement. You also acknowledge that the Owner of the Marks retains all ownership interests and that Bhc and the Owner retain all ownership of the goodwill generated by the Marks. This means that any positive reputation or brand recognition developed through your franchise operations ultimately benefits Bhc and the Owner of the Marks, not you as the franchisee.
Furthermore, franchisees agree not to contest the validity, distinctiveness, ownership, or enforceability of the Marks or Intellectual Property, even after the franchise agreement expires or terminates. This prevents franchisees from challenging Bhc's rights to its brand and proprietary information. Franchisees also grant Bhc the right to use their name, image, and likeness for marketing and promotional purposes without compensation. This clause remains in effect even after the termination or expiration of the franchise agreement.
These provisions are typical in franchising, as they protect the franchisor's brand and intellectual property. Prospective Bhc franchisees should understand that they are essentially licensing the use of the Marks and Intellectual Property and that all rights and ownership remain with Bhc and the Owner of the Marks. Franchisees should carefully review the franchise agreement and Operations Manual to fully understand the scope of their authorized use of the Marks and Intellectual Property.