Upon termination of the Bhc Master Franchise Agreement, what must the Master Franchisee immediately stop doing with the Bhc Marks?
Bhc Franchise · 2025 FDDAnswer from 2025 FDD Document
everable 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 Master Franchisee's Obligations.
(a) In the event of termination, cancellation or expiration of this Agreement whether by reason of Master Franchisee's breach, default, non-renewal, lapse of time or other cause, in addition to any other obligations provided for in this Agreement, Master Franchisee must forthwith discontinue the use or display of the Marks in any manner whatsoever, and Master 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 Master 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. Master Franchisee must contact online review sites and other online directories and websites which have made reference to Master 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 BHC Restaurant) and all use of former reviews from the period Master Franchisee was a BHC Master Franchisee. And, Master 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 Master 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, Master Franchisee must comply with section 11.2 of this Agreement respecting post-termination competition and also promptly:
(i) remove at Master Franchisee's expense all signs erected or used by Master Franchisee and bearing the Marks, or any word or mark indicating that Master Franchisee is associated or affiliated with Franchisor;
(ii) erase or obliterate from letterheads, stationery, printed matter, advertising, or other forms used by Master Franchisee the Marks and all words indicating that Master Franchisee is associated or affiliated with Franchisor;
Source: Item 23 — Receipts (FDD pages 52–230)
What This Means (2025 FDD)
According to Bhc's 2025 Franchise Disclosure Document, upon termination, cancellation, or expiration of the Master Franchise Agreement, the Master Franchisee must immediately discontinue all use of the Bhc Marks. This includes stopping all display of the Marks and ceasing to operate or conduct business under the Bhc brand or any name that could imply association with Bhc. The Master Franchisee must also repaint the business premises in a distinctly different color and remove or rearrange any distinctive elements of the trade dress.
In addition to ceasing use of the Marks, the Master Franchisee is obligated to contact online review sites and directories that referenced the Bhc Restaurant within the 18 months prior to termination. They must request the removal of all trademarks associated with the former Bhc franchise location and any reviews from the period they operated as a Bhc Master Franchisee. The Master Franchisee must also return all proprietary information, trade secrets, procedures, techniques, and materials acquired during the franchise relationship, including training materials, manuals, equipment, and advertising materials.
Furthermore, the Master Franchisee must remove all signs bearing the Bhc Marks and erase or obliterate the Marks from all letterheads, stationery, advertising, and other printed materials. They must also discontinue all advertising that implies association with Bhc and use trade names, service marks, and trademarks that are significantly different from those used during the franchise term. The Master Franchisee is also required to assign all telephone numbers and social media listings associated with the Bhc Restaurant to Bhc.