Does the Browns Chicken franchise agreement confer any goodwill or other interests in the Marks upon the Franchisee?
Browns_Chicken Franchise · 2025 FDDAnswer from 2025 FDD Document
Franchisee acknowledges that Brown is the owner of the Marks licensed to Franchisee by this Agreement, that Franchisee's right to use the Marks is derived solely from this Agreement, and that all usage thereof by Franchisee and any goodwill established thereby shall inure to the exclusive benefit of Brown. Franchisee agrees that after the termination or expiration of the Franchise, it will not directly or indirectly in any manner identify itself or any store, business or premises as a BROWN'S Store, a former BROWN'S Store or as a franchisee of or otherwise associated with Brown or use any Mark in any manner or for any purpose. All provisions of this Agreement applicable to the Marks shall apply to any additional trademarks, service marks and commercial symbols hereafter authorized for use by and licensed to Franchisee by Brown. Any unauthorized use of the Marks by Franchisee shall constitute an infringement of the rights of Brown and Licensor in and to the Marks. Franchisee agrees that all usage of the Marks by Franchisee and any goodwill established thereby shall inure to the exclusive benefit of Brown and Licensor, and Franchisee acknowledges that this Agreement does not confer any goodwill or other interests in the Marks upon Franchisee. Franchisee shall not, at any time during the term of this Agreement or after its termination or expiration, contest the validity or ownership of any of the Marks or assist any others in contesting the validity or ownership of any of the Marks. All
provisions of this Agreement applicable to the Marks shall apply to any additional trademarks, service marks, logo forms and commercial symbols hereafter authorized for use by and licensed to Franchisee pursuant to this Agreement.
Source: Item 22 — Contracts (FDD page 43)
What This Means (2025 FDD)
According to the 2025 Browns Chicken Franchise Disclosure Document, the franchise agreement does not confer any goodwill or other interests in the Marks upon the franchisee. The agreement explicitly states that Browns Chicken owns the Marks licensed to the franchisee, and the franchisee's right to use them comes solely from the franchise agreement. All usage of the Marks by the franchisee, and any goodwill established because of that usage, benefits Browns Chicken exclusively.
This means that upon termination or expiration of the franchise agreement, the franchisee cannot identify themselves as a Browns Chicken store or use any of the Marks. The franchisee also cannot contest the validity or ownership of the Marks at any time during or after the term of the agreement. This protects Browns Chicken's brand identity and ensures consistent brand representation across all franchise locations.
For a prospective Browns Chicken franchisee, this clause underscores that the brand's value and reputation remain firmly with the franchisor. While franchisees benefit from using the established brand and Marks during their franchise term, they do not gain any ownership stake in that brand equity. This is a standard practice in franchising, as it allows the franchisor to maintain control over the brand and ensure uniformity across all locations.