factual

Which sections of the Bhc Franchise Agreement address the franchisee's post-termination obligations?

Bhc Franchise · 2025 FDD

Answer from 2025 FDD Document

enses and compensation payable to the arbitrator), whether incurred prior to or in preparation for or in contemplation of the filing of the action or thereafter. The prevailing party will be determined by the arbitrator or court. This section 14.4 is (i) intended to be expressly severable from the other provisions of this Agreement, (ii) intended to survive any judgment, and (iii) not to be deemed merged into the judgment.

14.5 Survival.

The terms of this Article 14 survive termination, expiration or cancellation of this Agreement.

15. OBLIGATIONS AND RIGHTS UPON TERMINATION OR EXPIRATION

15.1 Franchisee's Obligations.

(a) In the event of termination, cancellation or expiration of this Agreement whether by reason of Franchisee's breach, default, non-renewal, lapse of time or other cause, in addition to any other

obligations provided for in this Agreement, Franchisee must forthwith discontinue the use or display of the Marks in any manner whatsoever, and Franchisee may not thereafter operate or do business under the Marks or any other BHC brand or any other name or in any manner that might tend to give the general public the impression that Franchisee is in any way associated or affiliated with Franchisor, or any of the businesses conducted by Franchisor or the Owner of the Marks, including without limitation repainting the business premises in a distinctively different color and removing or rearranging distinctive elements of the Trade Dress. Franchisee must contact online review sites and other online directories and websites which have made reference to Franchisee's Franchised BHC Restaurant during the 18 months prior to the date this Agreement terminates, is cancelled, or expires, and request the removal of all use of the trademarks in connection with the former BHC Franchised BHC Restaurant (and the physical address of the former Franchised BHC Restaurant) and all use of former reviews from the period Franchisee was a BHC franchisee. And, Franchisee also must comply with section 15.2 respecting the return to Franchisor of certain materials and must not thereafter use, in any manner, or for any purpose, directly or indirectly, any of the Proprietary Information, Trade Secrets, procedures, techniques, or materials acquired by Franchisee by virtue of the relationship established by this Agreement, including, without limitation, (i) any training or other materials, manuals, bulletins, instruction sheets, or supplements thereto, or (ii) any equipment, videotapes, videodiscs, forms, advertising matter, devices, insignias, slogans or designs used from time to time in connection with the Franchised Business.

  • (b) If there is a termination, cancellation or expiration as described in section 15.1(a) above, Franchisee must comply with section 11.2 of this Agreement respecting post-termination competition and also promptly:
    • (i) remove at Franchisee's expense all signs erected or used by Franchisee and bearing the Marks, or any word or mark indicating that Franchisee is associated or affiliated with Franchisor;
    • (ii) erase or obliterate from letterheads, stationery, printed matter, advertising, or other forms used by Franchisee the Marks and all words indicating that Franchisee is associated or affiliated with Franchisor;
    • (iii) permanently discontinue all advertising stating or implying Franchisee is associated or affiliated with Franchisor or the System (if Franchisee engages in any business thereafter, Franchisee must use trade names, service marks or trademarks that are significantly different from those under which Franchisee had done business and must use sign formats that are significantly different in color and type face;

Source: Item 9 — Franchisee's Obligations (FDD pages 28–29)

What This Means (2025 FDD)

According to Bhc's 2025 Franchise Disclosure Document, several sections of the Franchise Agreement outline the franchisee's obligations after termination, cancellation, or expiration of the agreement. Section 15.1(a) details the franchisee's duty to discontinue using Bhc's marks and trade dress, preventing any impression of affiliation with Bhc. This includes actions like repainting the business premises and removing distinctive elements. Additionally, franchisees must contact online review sites to remove any references to the trademarks associated with the former Bhc restaurant.

Section 15.1(b) states that the franchisee must comply with section 11.2 regarding post-termination competition. Section 11.2(a) specifies that for two years after termination, the franchisee cannot engage in any competing business selling similar goods or services within a 25-mile radius of their former territory or any other authorized Bhc retail location, without Bhc's prior written consent. This section also prohibits the use of proprietary information or trade secrets after termination or expiration.

Furthermore, section 15.2 outlines additional obligations, including the return of the Operations Manual and other proprietary materials to Bhc. Franchisees must also erase any Bhc-related information from their computers and storage devices. Article 14 states that its terms survive the termination, expiration, or cancellation of the agreement, indicating that dispute resolution processes remain in effect even after the franchise relationship ends. These comprehensive clauses ensure that Bhc's brand and competitive interests are protected even after a franchise agreement concludes.

Disclaimer: This information is extracted from the 2025 Franchise Disclosure Document and is provided for research purposes only. It does not constitute legal or financial advice. Consult with a franchise attorney before making any investment decisions.