Who retains ownership of the goodwill generated by the Bhc Marks?
Bhc Franchise · 2025 FDDAnswer from 2025 FDD Document
- (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.
Source: Item 23 — Receipts (FDD pages 52–230)
What This Means (2025 FDD)
According to Bhc's 2025 Franchise Disclosure Document, the franchisor and the owner of the marks retain all ownership of the goodwill generated by the Bhc Marks. The franchisee acknowledges that their use of the marks and intellectual property is a temporary authorization under the franchise agreement.
This means that while franchisees benefit from using the Bhc brand and its associated reputation, they do not gain any ownership stake in the brand equity they help build. The goodwill associated with the Bhc marks remains the exclusive property of the franchisor and the mark's owner.
This is a common arrangement in franchising, as it ensures the franchisor maintains control over its brand and protects its long-term value. The franchisee cannot claim any monetary amount attributable to goodwill associated with their use of the Bhc system, marks, or intellectual property, especially after the franchise term concludes.