Besides the license rights specifically enumerated in the Bonchon Franchise Agreement, does the agreement grant the licensee any ownership right, title, or interest in the Intellectual Property Rights relating to the Software?
Bonchon Franchise · 2025 FDDAnswer from 2025 FDD Document
Apart from the license rights specifically enumerated in this Agreement, this Agreement does not include a grant to Licensee of any ownership right, title or interest, nor any security interest or other interest, in any Intellectual Property Rights (as defined in the following sentence) relating to the Software or any part of the Software. "Intellectual Property Rights" means any and all rights to exclude under patent law, copyright law, oral rights law, trade-secret law, semiconducter chip protection law, trademark law, unfair competition law or other similar rights.
Source: Item 23 — RECEIPTS (FDD pages 92–536)
What This Means (2025 FDD)
According to Bonchon's 2025 Franchise Disclosure Document, the franchise agreement does not grant franchisees any ownership right, title, or interest in the intellectual property rights related to the Bonchon software, beyond the specific license rights outlined in the agreement. This means that while franchisees are granted a license to use the software for their Bonchon business, they do not own the software itself or any of the associated intellectual property.
This is a fairly standard practice in franchising, as the franchisor typically retains ownership and control over its proprietary systems and intellectual property. Bonchon retains title to the Bonchon Software, the system documentation manuals, and any additional materials and information furnished by Bonchon in any form. The franchisee must keep every item to which Bonchon retains title free and clear of all claims, liens, and encumbrances except those of Bonchon. Any action by the franchisee to create a claim on such items will be void.
The Bonchon Software and all information and/or data supplied by Bonchon in any form, including but not limited to machine-readable and/or printed form, are trade secrets of Bonchon embodying substantial creative efforts and confidential information, ideas, and expressions, are protected by civil and criminal law, and by the law of copyright, are very valuable to Bonchon, and that their use and disclosure must be carefully and continuously controlled.
For a prospective Bonchon franchisee, this means that their rights to use the software are limited to the terms of the license, and they cannot modify, distribute, or claim ownership of the software. It also means that Bonchon can revise the Bonchon Software or any part of the Software and is not obligated to furnish said revisions to Licensee and other licensees in the Bonchon franchise network. The franchisee must also treat the software as confidential and protect it from unauthorized use or disclosure. Upon termination or expiration of the Franchise Agreement, the franchisee must immediately return to Bonchon the Bonchon Software, including, without limitation, all computer software, and return or delete any off-line copies the Licensee has of data that is proprietary to the Bonchon.