Are the remedies available to the Bhc franchisor for unauthorized disclosure or use of Proprietary Information or Marks exclusive?
Bhc Franchise · 2025 FDDAnswer from 2025 FDD Document
Franchisee further agrees to indemnify and hold harmless Franchisor from all "Losses" (as defined in section 16.2(d) below), which Franchisor may sustain as a result of any unauthorized use or disclosure of Proprietary Information or Marks by Franchisee or its employees and agents.
Franchisee further agrees and acknowledges that the disclosure or use of Proprietary Information or Marks in a manner not authorized by this Agreement will cause immediate and irreparable damage to Franchisor that would be impossible or inadequate to measure and calculate and could not be fully remedied by monetary damages.
Accordingly, Franchisor has the right to specifically enforce this Agreement and seek injunctive or other equitable relief as may be necessary or appropriate to prevent such unauthorized disclosures or use without the necessity of proving actual damages by reason of any such breach or threatened breach of this Agreement.
Franchisee further agrees that no bond or other form of security is required to obtain such equitable relief and Franchisee hereby consents to the issuance of such injunction and to the ordering of specific performance.
Franchisee further agrees and acknowledges that such remedies are in addition to any other rights or remedies, whether at law or in equity, which may be available to Franchisor, including monetary damages.
Source: Item 23 — Receipts (FDD pages 52–230)
What This Means (2025 FDD)
According to Bhc's 2025 Franchise Disclosure Document, the remedies available to Bhc for unauthorized use or disclosure of Proprietary Information or Marks are not exclusive. Bhc retains the right to seek various remedies, including monetary damages, in addition to the specific performance and injunctive relief outlined in the franchise agreement. This means Bhc is not limited to only those remedies listed in the agreement and can pursue other legal avenues to protect its interests.
Bhc has the right to seek injunctive or other equitable relief to prevent unauthorized disclosures or use without proving actual damages. This allows Bhc to act quickly to stop any potential harm to its brand or proprietary information. The franchisee also consents to the issuance of an injunction and the ordering of specific performance, and agrees that no bond or other security is required for Bhc to obtain such equitable relief.
This provision is favorable for Bhc, as it provides multiple avenues for recourse in case of a breach by the franchisee. It also serves as a strong deterrent against unauthorized use or disclosure of Proprietary Information or Marks by the franchisee, its employees, and agents, as the potential consequences extend beyond just monetary damages.