Under the Brueggers Bagels Development Agreement Guaranty, what is the scope of the intellectual property rights that the Guarantors may not use?
Brueggers_Bagels Franchise · 2025 FDDAnswer from 2025 FDD Document
- 18.1. De-Identification. Except as provided in Section 18.2 below, upon termination or expiration of this Agreement, you must:
- 18.1.1. Cease to operate the Bakery;
- 18.1.2. Cease to use the confidential methods, procedures, and techniques associated with the System, the "Bruegger's" and "Bruegger's Bagels" names and marks, all other Proprietary Marks, the Works, and all other distinctive forms, slogans, signs, symbols, Web sites, domain names, e-mail addresses, other electronic identifiers, and devices associated with the Bakery or the System; withdraw all advertising matter (including electronic marketing); remove from the Premises all signs, letterhead, and other articles which display the Proprietary Marks; and except as provided in Section 18.2 below not thereafter, directly or indirectly, represent yourself to the public or hold yourself out as a present or former franchisee of ours;
- 18.1.3. Deliver to us the Manuals and all other records, correspondence, and instructions in your possession or control, in any medium, that contain confidential information, trade secrets, or know-how relating to the System or the operation of a Bakery, all of which you acknowledge to be our property;
- 18.1.4. Take such action as may be necessary to cancel any assumed name registration or equivalent registration, and any e-mail address or domain name registration,
obtained by you which contains "Bruegger's" or any other Proprietary Marks, and furnish evidence satisfactory to us of compliance with this obligation within five (5) days after termination or expiration of this Agreement. You hereby appoint us your attorney-in-fact to carry out the requirements of this Section 18.1.4, if you fail to do so within such five (5) day period;
- 18.1.5. Not use any reproduction, counterfeit, copy, or colorable imitation of the Proprietary Marks or the Works in connection with any other business which, in our sole discretion, is likely to cause confusion, mistake, or deception or to dilute our and our affiliates' rights in and to the Proprietary Marks and the Works.
Source: Item 22 — CONTRACTS (FDD page 61)
What This Means (2025 FDD)
According to the 2025 Brueggers Bagels Franchise Disclosure Document, upon termination or expiration of the Development Agreement, the developer must cease using all confidential methods, procedures, and techniques associated with the Brueggers Bagels system. This includes the "Bruegger's" and "Bruegger's Bagels" names and marks, all other Proprietary Marks, the Works, and all other distinctive forms, slogans, signs, symbols, websites, domain names, email addresses, other electronic identifiers, and devices associated with the Bakery or the System.
Brueggers Bagels requires the developer to withdraw all advertising matter, including electronic marketing, and remove all signs, letterheads, and other articles displaying the Proprietary Marks from the premises. The developer cannot directly or indirectly represent themselves to the public as a present or former franchisee of Brueggers Bagels, except as otherwise provided in the Franchise Agreement.
Furthermore, the developer must deliver to Brueggers Bagels all manuals and other records containing confidential information, trade secrets, or know-how related to the system or bakery operation. They must also take action to cancel any assumed name, email address, or domain name registrations containing "Bruegger's" or other Proprietary Marks, providing evidence of compliance within five days of termination or expiration. The developer also agrees not to use any reproduction, counterfeit, copy, or colorable imitation of the Proprietary Marks or the Works in connection with any other business which is likely to cause confusion, mistake, or deception or to dilute Brueggers Bagels' rights to their intellectual property.