Under what circumstances will Bojangles indemnify a franchisee from loss, costs, or expenses related to the use of Proprietary Marks?
Bojangles Franchise · 2025 FDDAnswer from 2025 FDD Document
IX. PROPRIETARY MARKS AND TRADE DRESS
- A. Franchisor represents with respect to the Proprietary Marks that:
- (1) Franchisor is the owner of all right, title, and interest in and to the Proprietary Marks;
- (2) Franchisor has taken and will take all steps reasonably necessary to preserve and protect the ownership and validity in and of the Proprietary Marks; and
- (3) Franchisor will permit Franchisee and other franchisees to use the Proprietary Marks only in accordance with the System and the standards and specifications attendant thereto which underlie the goodwill associated with and symbolized by the Proprietary Marks.
- B. With respect to Franchisee's licensed use of the Proprietary Marks pursuant to this Agreement, Franchisee agrees that:
- (1) Franchisee shall use only the Proprietary Marks designated by Franchisor, and shall use them only in the manner authorized and permitted by Franchisor;
- (2) Franchisee shall use the Proprietary Marks only for the operation of the Franchised Business and only at the location authorized hereunder, or in advertising for the Franchised Business;
- (3) Unless otherwise authorized or required by Franchisor in writing, Franchisee shall operate and advertise the Franchised Business only under the name "BOJANGLES®" Restaurant "BOJANGLES'®" Restaurant, "BOJANGLES' FAMOUS
CHICKEN 'N BISCUITS®" Restaurant, or "BOJANGLES EXPRESS®" Restaurant as specified by Franchisor, without prefix or suffix;
- (4) During the term of this Agreement, Franchisee shall identify itself as the owner of the Franchised Business in conjunction with any use of the Proprietary Marks, including, but not limited to, uses on invoices, order forms, receipts, and contracts, and shall display a notice to that effect in such content and form and at such conspicuous locations on the premises of the Franchised Business as Franchisor may designate in writing;
Source: Item 22 — CONTRACTS (FDD page 82)
What This Means (2025 FDD)
Based on the 2025 Franchise Disclosure Document, Bojangles outlines the franchisee's responsibilities regarding the use of its Proprietary Marks. The document states that the franchisor, Bojangles, represents that it owns all rights to the Proprietary Marks and will take necessary steps to protect them. Furthermore, Bojangles will allow franchisees to use these marks in accordance with the system's standards. However, the FDD does not explicitly state under which circumstances Bojangles will indemnify a franchisee from losses, costs, or expenses related to the use of Proprietary Marks. Instead, it focuses on how the franchisee must use the marks and the limitations of that use.
The agreement emphasizes that franchisees must use only the designated Proprietary Marks in the manner authorized by Bojangles, solely for the operation and advertising of the franchised business at the authorized location. Franchisees must identify themselves as the owners of the franchised business in conjunction with any use of the Proprietary Marks. The right to use these marks is limited to the term of the agreement and any unauthorized use constitutes an infringement of Bojangles' rights. The franchisee gains no ownership interest in the marks, and all goodwill arising from their use inures solely to Bojangles' benefit.
Given the absence of a specific indemnification clause for the franchisee regarding the use of Proprietary Marks, it is important for a prospective franchisee to seek clarification from Bojangles. Specifically, they should inquire about potential scenarios where they might incur losses or expenses related to the use of the marks and whether Bojangles would provide indemnification in such cases. Understanding the franchisor's position on this matter is crucial for assessing the potential risks and liabilities associated with operating a Bojangles franchise.