What is the scope of the Bhc franchisee's authorized use of the Marks and Intellectual Property?
Bhc Franchise · 2025 FDDAnswer from 2025 FDD Document
the Intranet that allows Franchisor to send messages to, and receive messages from Franchisee, subject to Franchisor's standards and specifications.
8.14 Franchise Advisory Council.
At this time, there is no advertising council of franchisees that advises us regarding advertising and promotional programs or policies for Franchised BHC Restaurants generally. Franchisor does not currently require Franchisees to participate in a local or regional advertising cooperative. No local or regional advertising cooperative exists in Franchisor's system at this time.
9. PROPRIETARY MARKS
9.1 License of the Marks.
- (a) Franchisor hereby grants Franchisee the right during the term hereof to use and display the Marks in accordance with the provisions contained in this Agreement and in the Operations Manual, solely in connection with Franchisee's operation of the Franchised Business at the Franchised BHC Restaurant, and in the Territory. Neither Franchisee nor any Principal Equity Operator nor any employee, agent, or representative thereof may use, display, or permit the use or display of trademarks, trade names, service marks, insignias, or logo types other than the Marks and other trademarks and service marks approved for use by Franchisor in connection with the Franchised Business. Neither Franchisee nor any Principal Equity Operator nor any employee, agent, or representative thereof 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.
- (c) Franchisee agrees that during the term of the Franchise, and after any assignment, expiration or termination of the Franchise, Franchisee will not, directly or indirectly, commit an act of infringement or contest or aid others in contesting the validity, distinctiveness, secondary meaning, ownership or enforceability of the Marks or Intellectual Property, or take any other action in derogation of the Marks or Intellectual Property, and that no monetary amount will be assigned as attributable to any goodwill associated with Franchisee's use of the System, the Marks or Intellectual Property.
- (d) Franchisee hereby grants Franchisor the right at any time to use the name, image and likeness of Franchisee and all Principal Equity Operators for commercial purposes in connection with the marketing and promotion of the Marks, Franchisor's Intellectual Property, BHC Products, any BHC business location and the System, without any form of compensation or remuneration.
Source: Item 23 — Receipts (FDD pages 52–230)
What This Means (2025 FDD)
According to Bhc's 2025 Franchise Disclosure Document, a franchisee's right to use and display the Marks is granted during the term of the agreement. This use must align with the provisions outlined in the agreement and the Operations Manual. The franchisee can only use the Marks in connection with operating the franchised business at the BHC restaurant within their designated territory.
The franchisee, along with their principal equity operators, employees, agents, and representatives, is prohibited from using any trademarks, trade names, service marks, insignias, or logo types other than the Marks approved by Bhc. They also cannot use the Marks and Intellectual Property for any business or activity outside the scope of the franchised business. Usage on the Internet or other electronic media is restricted to the manner specifically authorized by Bhc in the Operations Manual or in writing. The franchisee is responsible for ensuring that their employees and agents properly use the Marks and Intellectual Property in compliance with the agreement.
Bhc emphasizes that the franchisee's use of the Marks and Intellectual Property is a temporary authorization under the agreement. The owner of the Marks retains all ownership interests, and both Bhc and the owner retain ownership of the goodwill generated by the Marks. Any use of the Marks outside the agreement's terms without written consent from Bhc is considered an infringement. All rights to use the Marks and Intellectual Property within the franchised system are the exclusive property of Bhc. The franchisee cannot claim any goodwill, reputation, or ownership due to their use of the Marks.
All materials associated with Bhc, BHC Products, ancillary products, or other services, including artwork, graphics, layouts, slogans, names, titles, and text that incorporate or are used in connection with the Marks, become the sole property of the owner of the Marks. This includes copyright and trademark rights. The franchisee irrevocably assigns all such materials to Bhc, and these "Works" do not grant the franchisee any Intellectual Property Rights in the System, nor do they create a joint work of authorship. These Works are considered a "work for hire" under the United States Copyright Act and are owned by and for the benefit of Bhc.