If a Bojangles franchisee's use of the Trade Dress generates goodwill, who does that goodwill benefit?
Bojangles Franchise · 2025 FDDAnswer from 2025 FDD Document
- F. Franchisee expressly understands and acknowledges that:
- (1) Franchisor is the owner of all right, title and interest in and to the Trade Dress and the goodwill associated with and symbolized by it;
- (2) The Trade Dress is valid and serves 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 Trade Dress;
- (4) Franchisee's use of the Trade Dress pursuant to this Agreement does not give Franchisee any ownership interest or other interest in or to the Trade Dress, except pursuant to the license granted by this Agreement;
- (5) Any and all goodwill arising from Franchisee's use of the Trade Dress in its franchised operation under the System shall inure solely and exclusively to Franchisor's benefit, and upon expiration or termination of this Agreement and the license herein granted, no monetary amount shall be assigned to Franchisee as attributable to any goodwill associated with Franchisee's use of the System or the Trade Dress; and
- (6) The right and license of the Trade Dress granted hereunder to Franchisee is nonexclusive, and Franchisor thus has and retains the rights, among others:
- (a) To use the Trade Dress itself in connection with selling products and services;
- (b) To grant other licenses for the Trade Dress, in addition to those licenses already granted to existing franchisees; and
- (c) To develop and establish other systems using the same or similar Trade Dress, or any other proprietary marks, and to grant licenses or franchises thereto without providing any rights therein to Franchisee.
Source: Item 23 — RECEIPTS (FDD pages 82–573)
What This Means (2025 FDD)
According to Bojangles' 2025 Franchise Disclosure Document, any goodwill that arises from a franchisee's use of the Trade Dress in their franchised operations exclusively benefits Bojangles. The Trade Dress includes elements such as color schemes, patterns, designs, decor, furnishings, and layout that are unique to the Bojangles system.
This means that while a franchisee's efforts may increase the perceived value and reputation of the Bojangles brand through the use of its Trade Dress, the resulting financial benefit of that increased goodwill belongs solely to Bojangles. The franchisee does not gain any ownership interest in the Trade Dress itself beyond the license granted in the franchise agreement.
Upon the expiration or termination of the franchise agreement, the franchisee will not be entitled to any monetary compensation for the goodwill associated with their use of the Bojangles system or Trade Dress. This is a standard practice in franchising, as the brand and its associated elements are the intellectual property of the franchisor. Bojangles retains the right to use the Trade Dress themselves, grant licenses to others, and even develop other systems using similar Trade Dress without providing any rights to the franchisee.