What does the term 'Proprietary Marks' refer to in the Hardees franchise agreement?
Hardees Franchise · 2025 FDDAnswer from 2025 FDD Document
14. PROPRIETARY MARKS
The term "Proprietary Marks" as used in this Agreement refers to all trade names, trademarks, service marks, trade dress, logos, insignias, slogans, emblems, symbols, designs, and any combination thereof or any other indicia of source designated by HR as identifying the System and the products sold and services provided in connection with the System. You acknowledge that HR owns all rights, title, and interest in and to the Proprietary Marks and you have only such rights to use the Proprietary Marks as this Agreement grants. HR shall, from time to time, advise Franchisee as to any additions or deletions to the Proprietary Marks and Franchisee's right to use the Proprietary Marks shall be deemed modified by those additions or deletions.
Franchisee's right to use the Proprietary Marks is limited to its use of the Proprietary Marks in the operation of the Franchised Restaurant at the Franchised Location and as expressly provided in this Agreement and the OPM. Franchisee's limited license extends only to use of the Proprietary Marks in accordance with (i) all applicable standards, operating procedures, policies and guidelines that we prescribe—and from time to time amend—during the duration of this Agreement, including, without limitation, those set forth in the most current edition of the OPM and other publications, if any, dedicated to proper use of the Proprietary Marks; and (ii) all applicable laws and regulations pertaining to advertising and marketing, including, without limitation, federal and state laws pertaining to telemarketing (including the Telephone Consumer Protection Act), false advertising, unfair competition and unfair practices.
Source: Item 22 — Contracts (FDD page 85)
What This Means (2025 FDD)
According to Hardees' 2025 Franchise Disclosure Document, the term "Proprietary Marks" encompasses a wide range of identifiers that distinguish the Hardees system. These include trade names, trademarks, service marks, trade dress, logos, insignias, slogans, emblems, symbols, designs, and any combination thereof. Essentially, it refers to any indicator that Hardees designates as identifying the brand, its products, and the services it provides. Hardees retains ownership of all rights, title, and interest in these Proprietary Marks, granting franchisees only the rights explicitly outlined in the franchise agreement.
Hardees retains the right to modify these Proprietary Marks, advising franchisees of any additions or deletions. Franchisees are obligated to adhere to these changes, ensuring their use of the marks aligns with Hardees' current standards. This limited license to use the Proprietary Marks extends only to the operation of the franchised restaurant at its designated location and must comply with all applicable standards, operating procedures, policies, and guidelines set forth by Hardees, including those in the Operation Procedures Manual (OPM), as well as all relevant laws and regulations pertaining to advertising and marketing.
For a prospective Hardees franchisee, this definition highlights the importance of adhering to Hardees' branding and operational guidelines. It clarifies that the franchisee's right to use the brand's identity is strictly controlled and subject to change. Unauthorized use of these marks can lead to a breach of the franchise agreement and infringement of Hardees' rights. Therefore, franchisees must stay informed about any updates to the Proprietary Marks and ensure their restaurant's branding and marketing efforts remain compliant with Hardees' standards.