Is a Bojangles franchisee allowed to use the Proprietary Marks to incur any obligation or indebtedness on behalf of the franchisor, either during or after the term of the agreement?
Bojangles Franchise · 2025 FDDAnswer from 2025 FDD Document
[Item 22: CONTRACTS]
(5) Franchisee's right to use the Proprietary Marks is limited to the term of this Agreement and shall automatically cease upon the expiration or earlier termination of this Agreement and is limited to such uses as are authorized under this Agreement, and any unauthorized use thereof, including, but not limited to, sublicensing a use of the Proprietary Marks, shall constitute an infringement of Franchisor's rights and a default under this Agreement;
(6) During the term of this Agreement and continuing after its expiration or earlier termination, Franchisee shall not use the Proprietary Marks to incur any obligation or indebtedness on behalf of Franchisor;
(7) During the term of this Agreement and continuing after its expiration or earlier termination, Franchisee shall not use the Proprietary Marks as part of its corporate or other legal name;
(8) Franchisee shall comply with Franchisor's instructions in filing and maintaining the requisite trade name or fictitious name registrations, and shall execute any documents deemed necessary by Franchisor or its counsel to obtain protection for the Proprietary Marks or to maintain their continued validity and enforceability; and
(9) In the event that litigation involving the Proprietary Marks is instituted or threatened against Franchisee, Franchisee shall promptly notify Franchisor.
Franchisor shall conduct the defense, and bear the expense of such litigation, but shall be entitled to settle or otherwise dispose of the litigation on terms which, in its sole discretion, it may decide upon.
Franchisee shall cooperate fully with Franchisor in defending or settling such litigation.
- C.
Franchisee expressly understands and acknowledges that:
(1) Franchisor is the owner of all right, title and interest in and to the Proprietary Marks and the goodwill associated with and symbolized by them;
(2) The Proprietary Marks are valid and serve to identify the System and those who are authorized to operate under the System;
(3) Franchisee shall not directly or indirectly contest the validity or Franchisor's ownership of the Proprietary Marks;
(4) Franchisee's use of the Proprietary Marks pursuant to this Agreement does not give Franchisee any ownership interest or other interest in or to the Proprietary Marks, except pursuant to the license granted by this Agreement;
Source: Item 22 — CONTRACTS (FDD page 82)
What This Means (2025 FDD)
According to Bojangles's 2025 Franchise Disclosure Document, a franchisee is explicitly prohibited from using the Proprietary Marks to incur any obligation or indebtedness on behalf of Bojangles, both during the term of the Franchise Agreement and after its expiration or termination. This restriction is in place to protect Bojangles from potential liabilities or financial obligations that a franchisee might attempt to create using the brand's trademarks.
This provision ensures that Bojangles maintains control over its brand and is not held responsible for debts or obligations incurred by its franchisees. It also prevents franchisees from misrepresenting their financial independence from the franchisor. This is a standard practice in franchising, as franchisors typically want to avoid being liable for the actions of their franchisees.
Furthermore, the franchisee is also prohibited from using the Proprietary Marks as part of their corporate or other legal name during the term of the agreement and even after it expires or terminates. This is to ensure that there is no confusion about the ownership and control of the Bojangles brand and to prevent franchisees from creating separate business entities that could be mistaken for part of the Bojangles franchise system.