Are the 'Works' created by the Bhc franchisee considered a 'work for hire'?
Bhc Franchise · 2025 FDDAnswer from 2025 FDD Document
- (f) Franchisee agrees that all materials associated with Franchisor, BHC Products, Ancillary Products, or other services, artwork, graphics, layouts, slogans, names, titles, text or similar materials incorporating, or being used in connection with, the Marks which may be created by Franchisee, Franchisee's employees, agents and subcontractors and any other party with whom Franchisee may contract to have such materials produced pursuant to this Agreement will become the sole property of the Owner of the Marks, including copyright and trademark rights.
In furtherance thereof, Franchisee hereby and irrevocably assigns to Franchisor all such materials, artwork, graphics, layouts, slogans, names, titles, text, or similar materials, whether presently or hereafter existing ("Works").
Furthermore, Franchisee agrees on behalf of itself, its employees, its agents, its subcontractors, and any other party with whom Franchisee may contract to have such materials produced, to promptly execute any and all appropriate documents in this regard.
Franchisee acknowledges and agrees that as between Franchisee and Franchisor, all Works (and all Intellectual Property Rights in and to the Works) are owned exclusively by Franchisor, except as otherwise set forth herein.
The Works will not entitle Franchisee to any Intellectual Property Rights in and to the System and the System will not become a joint work of authorship as a result of the Works under any circumstances.
The Works will be considered as a "work for hire" (as defined under the United States Copyright Act), and such Works will be owned by and for the benefit of Franchisor.
To the extent that any such Works may not constitute a work for hire, Franchisee hereby grants, assigns, and transfers all right, title and interest in and to such Works, including all rights in and to the Intellectual Property therein, without compensation, to Franchisor and agrees to execute any and all further documents and things reasonably required by Franchisor to effect and record such assignment.
If Franchisee has any such rights that cannot be assigned to Franchisor, Franchisee waives the enforcement of such rights, and if Franchisee has any rights which cannot be assigned or waived, Franchisee hereby grants to Franchisor an exclusive, irrevocable, perpetual, worldwide, fully paid license (with right to
Source: Item 23 — Receipts (FDD pages 52–230)
What This Means (2025 FDD)
According to Bhc's 2025 Franchise Disclosure Document, any materials created by the franchisee, their employees, agents, or subcontractors that are associated with Bhc, its products, or services, and which incorporate the brand's trademarks, will become the sole property of the owner of the marks, which is Bhc. These materials are referred to as "Works" and include artwork, graphics, layouts, slogans, names, titles, and text.
The FDD specifies that all rights to these "Works," including copyright and trademark rights, are irrevocably assigned to Bhc. The franchisee acknowledges that Bhc exclusively owns all "Works" and the associated intellectual property rights. The document explicitly states that the creation of these "Works" does not grant the franchisee any intellectual property rights in the Bhc system, nor does it create a joint work of authorship.
The FDD states that the "Works" are considered a "work for hire" as defined under the United States Copyright Act, meaning Bhc owns them. If any portion of the "Works" does not qualify as a work for hire, the franchisee still assigns all rights, title, and interest to Bhc without compensation. The franchisee also agrees to execute any documents needed to record this assignment. If the franchisee retains any rights that cannot be assigned, they waive the enforcement of those rights and grant Bhc an exclusive, perpetual, worldwide, fully paid license to use the "Works."
This arrangement is typical in franchising, as it protects the brand's intellectual property and ensures consistent brand representation across all franchise locations. Prospective franchisees should understand that they will not own any intellectual property rights to materials they create that are related to the Bhc brand and system.