Can a Bojangles franchisee 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]
(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.
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 is standard in franchising, as franchisors need to maintain control over their brand and avoid being held responsible for the debts or actions of their franchisees. It ensures that franchisees operate as independent entities and are responsible for their own financial obligations. The franchisee also cannot use the Proprietary Marks as part of its corporate or other legal name during or after the term of the agreement.
Furthermore, the FDD states that the franchisee must comply with Bojangles's instructions regarding trade name or fictitious name registrations and must execute any documents necessary to protect the Proprietary Marks. In the event of litigation involving the Proprietary Marks, the franchisee must promptly notify Bojangles, and Bojangles will handle the defense and expenses of the litigation, with the franchisee's cooperation.