What is the Brueggers Bagels franchisee's responsibility regarding the Proprietary Marks?
Brueggers_Bagels Franchise · 2025 FDDAnswer from 2025 FDD Document
ted to, advertisements, promotional materials, labels, menus,
posters, or Web sites, whether or not such adaptation was authorized by us, you agree that such material will be our property and you hereby assign all your right, title and interest therein to us (or a person designated by us). You agree to execute any documents, in recordable form, which we deem necessary to reflect or perfect such ownership. You must submit all such adaptation, translation or derivative works to us for approval prior to use.
- 10.3. Limitations on Use. Your right to use the Proprietary Marks and the Works is limited to the uses we authorize under this Agreement and any unauthorized use will constitute an infringement of our rights. Therefore, you agree to:
- 10.3.1. Use only the Proprietary Marks that we designate and use them only in the manner we authorize;
- 10.3.2. Use the Proprietary Marks and Works only for the operation of the Bakery and only at the Premises or in advertising for the Bakery
- 10.3.3. Operate and advertise the Bakery only under the names "Bruegger's" and "Bruegger's Bagels", and use all Proprietary Marks without prefix or suffix, and not use the Proprietary Marks as part of your corporate or legal name;
- 10.3.4. Ensure that all advertising and promotional materials, packaging, signs, decorations, websites, and other items that we may specify, bear the Proprietary Marks in the form, color, size, and location we prescribe;
- 10.3.5. Identify yourself as a licensee of the Proprietary Marks, and not the owner of Proprietary Marks in conjunction with any use of the Proprietary Marks, including but not limited to on invoices, order forms, receipts, check stock, payroll forms, business stationery, websites, email auto-signatures, and other electronic media, as well as at such conspicuous locations on the Premises;
- 10.3.6. Not use the Proprietary Marks to incur any obligation or indebtedness on behalf of us or our affiliates;
- 10.3.7. Comply with our instructions in filing and maintaining any requisite trade name or fictitious name registrations, and execute any documents we deem necessary to obtain protection for the Proprietary Marks and the Works or to maintain their continued validity and enforceability;
- 10.3.8. Not use the Proprietary Marks as part of your corporate or other legal entity name;
- 10.3.9. Not directly or indirectly contest the validity of, or take any other action which tends to jeopardize our or our affiliates' rights to the ownership of or right to use and to license others to use the Proprietary Marks; and
- 10.3.10. Ensure that the Proprietary Marks and the Works bear the "®", "TM", "SM" or copyright notice, respectively, as we may prescribe from time to time.
10.4. Your Acknowledgments. You acknowledge that:
- 10.4.1. The Proprietary Marks are valid and serve to identify the System and those who are authorized to operate under the System;
- 10.4.2. Your use of the Proprietary Marks and Works pursuant to this Agreement does not give you any ownership interest or other interest in the Proprietary Marks or the Works;
- 10.4.3. Any and all goodwill arising from your use of the Proprietary Marks and the Works will inure exclusively to the benefit of us and our affiliates, and upon expiration or termination of this Agreement, no monetary amount will be assigned as attributable to any goodwill associated with your use of the System, the Proprietary Marks, or the Works; and
- 10.4.4. The license granted hereunder to use the Proprietary Marks and the Works is nonexclusive.
- 10.5. Third Party Challenges. You must promptly notify us in writing and verbally of any unauthorized use or reproduction of the Proprietary Marks or the Works, any challenge to the validity of the Proprietary Marks or the Works, the ownership by us and our affiliates of the Proprietary Marks and the Works, our right to use and to license others to use the Proprietary Marks and the Works, or your right to use the Proprietary Marks or Works. You acknowledge that we and our affiliates have the right to direct and control any administrative proceeding or litigation involving the Proprietary Marks or Works, including any settlement thereof.
Source: Item 22 — CONTRACTS (FDD page 61)
What This Means (2025 FDD)
According to the 2025 Brueggers Bagels Franchise Disclosure Document, franchisees have specific responsibilities regarding the use of the company's Proprietary Marks. Brueggers Bagels grants franchisees the right to use these marks, but this right is limited to what is authorized in the Franchise Agreement. Unauthorized use of the Proprietary Marks constitutes an infringement of Brueggers Bagels' rights. Franchisees must only use the designated Proprietary Marks in the authorized manner, solely for the operation and advertising of their Bakery at the designated premises. They are required to operate and advertise the Bakery under the names "Bruegger's" and "Bruegger's Bagels" without any prefixes or suffixes and cannot use these marks as part of their corporate or legal name.
Brueggers Bagels franchisees must ensure that all advertising, promotional materials, packaging, signs, decorations, websites, and other specified items bear the Proprietary Marks in the prescribed form, color, size, and location. They must also identify themselves as a licensee of the Proprietary Marks, not the owner, on various documents and media, including invoices, order forms, receipts, stationery, websites, and at conspicuous locations within the premises. Franchisees are prohibited from using the Proprietary Marks to incur any obligations or indebtedness on behalf of Brueggers Bagels or its affiliates.
Upon termination or expiration of the Franchise Agreement, franchisees must cease all use of the Proprietary Marks. This includes discontinuing the use of the "Bruegger's" and "Bruegger's Bagels" names, all other Proprietary Marks, and any related forms, slogans, signs, symbols, websites, domain names, and email addresses. Franchisees must also withdraw all advertising material, including electronic marketing, and refrain from representing themselves as a current or former Brueggers Bagels franchisee. Additionally, franchisees are required to take necessary actions to cancel any assumed name registrations, email addresses, or domain name registrations containing "Bruegger's" or any other Proprietary Marks, providing evidence of compliance to Brueggers Bagels within five days of termination or expiration.
Furthermore, franchisees must not use any reproduction, counterfeit, copy, or imitation of the Proprietary Marks in connection with any other business that could cause confusion or dilute Brueggers Bagels' rights. In cases where a franchisee creates unauthorized adaptations of Brueggers Bagels' materials, such as posters or websites, these materials become the property of Brueggers Bagels, and the franchisee must assign all rights to them. All adaptations, translations, or derivative works must be submitted to Brueggers Bagels for approval before use. These stipulations are typical in franchising to protect the brand's identity and goodwill.