factual

Under the Bhc franchise agreement, what is the Master Franchisee prohibited from doing with the Marks?

Bhc Franchise · 2025 FDD

Answer from 2025 FDD Document

or BHC Restaurants generally. Franchisor does not currently require Master 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 Master 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 Master Franchisee's operation of the Franchised Business at the Master Franchise BHC Restaurant, and in the Territory. Neither Master 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 Master 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. Master 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. Master 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) Master Franchisee acknowledges and agrees (i) Master 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. Master 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. Master Franchisee agrees that as between Master Franchisee and Franchisor, all rights to use the Marks and Intellectual Property within the franchised System are Franchisor's exclusive property. Master Franchisee now asserts no claim and will hereafter assert no claim to any goodwill, reputation, or ownership thereof because of Master 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 Master Franchisee and Franchisor, remain vested solely in Franchisor, and the use thereof is only co-extensive with the term of this Agreement.
  • (c) Master Franchisee agrees that during the term of the Franchise, and after any assignment, expiration or termination of the Franchise, Master 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 Master Franchisee's use of the System, the Marks or Intellectual Property.

Source: Item 23 — Receipts (FDD pages 52–230)

What This Means (2025 FDD)

According to Bhc's 2025 Franchise Disclosure Document, the Master Franchisee faces several restrictions regarding the use of Bhc's Marks. The Master Franchisee cannot use trademarks, trade names, service marks, insignias, or logo types other than the Marks approved by Bhc. They are also prohibited from using the Marks and Intellectual Property in connection with any business or activity outside the scope of the Franchised Business, unless specifically authorized by Bhc in writing. The Master Franchisee can only use the Marks and Intellectual Property on the Internet or other electronic media as authorized by Bhc.

Additionally, the Master Franchisee may not use Bhc's Marks, operational techniques, service concepts, or proprietary information in connection with any businesses or services other than the Franchised Business conducted at the Bhc restaurant without Bhc's express prior written permission. If permission is granted, such businesses or services will fall within the scope of the Franchised Business and be subject to royalty and marketing and promotion fees.

Upon termination or expiration of the agreement, the Master Franchisee must discontinue the use or display of the Marks and cannot operate under the Marks or any other Bhc brand. They must also remove signs bearing the Marks and discontinue advertising implying association with Bhc. The Master Franchisee also agrees not to contest the validity, distinctiveness, ownership, or enforceability of the Marks or Intellectual Property. These restrictions ensure that Bhc maintains control over its brand and protects its intellectual property, while also preventing potential confusion or misuse of the Marks by the Master Franchisee.

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.