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Protecting the Company’s Interests

When conducting Popeyes® Louisiana Kitchen, Inc. (PLKI) business, you are expected to act in the best interest of the company. You should never allow your personal interests, especially financial considerations, to conflict or even appear to conflict with what is best for PLKI.

You should use PLKI trademarks and copyrights properly and never share trade secrets, such as recipes or operating procedures.

You should be careful not to expose PLKI to undue risk before you enter into a contract on behalf of PLKI. Be certain that you have the proper authority and have obtained the necessary legal review.

While we encourage your personal participation in political activities, you may not volunteer PLKI or any of our supplies, assets or workforce to any political cause.

A conflict of interest can arise when an employee’s personal interests affect or appear to affect an employee’s loyalty to PLKI or judgment associated with any PLKI-related duties.

Policy: Employees are expected to act in the best interest of PLKI when conducting business on behalf of PLKI.

As a result:
  • Employees should never allow personal interests, especially financial interests, to conflict or even appear to conflict with PLKI interests.
  • When an actual or potential conflict situation arises, employees or partners must immediately report the situation.
  • An employee who desires to be a Franchise Partner would be unable to avoid a conflict of interest with his/her PLKI-related duties and would be expected to resign his/her position with PLKI in order to become a Franchise Partner.
  • Any direct or indirect financial interest (excluding mutual funds or owning less than one percent of the stock of a publicly traded company) by an employee in any business venture, which competes with, is a supplier of goods and services to or is a customer or agency of PLKI is not authorized without the prior written approval of the Chief Compliance Officer.
  • An employee may not serve as an officer, director, partner or consultant of, or work for, any business venture, which competes with, is a supplier of goods and services to or is a customer or agency of PLKI without the prior written approval of the Chief Compliance Officer.
  • An employee is prohibited from serving in an auditing capacity or within the “chain of command” over a member of his or her immediate family. For purposes of this policy, “immediate family” is defined as relatives (by blood or marriage, i.e., spouse, child, stepchild, parent, grandparent, brother, sister, aunt, uncle, niece, nephew, grandchild, in-laws) or person residing at the same residence (i.e., roommates, domestic partner). “Chain of command” is defined as all positions that report directly or indirectly through a direct report to the same restaurant general manager, business unit or operating company vice president.
  • Agents or suppliers with an employee who is an immediate family member of an PLKI employee are not permitted to do business with PLKI without the prior written approval of the Chief Compliance Officer. In order to begin the review and approval process, please contact the Chief Compliance Officer for further guidance.

Policy: We will never knowingly accept business obtained through illegal or improper methods.

As a result: Employees may not offer or accept bribes, kickbacks, extravagant gifts, personal favors, special privileges, invitations to entertainment or other leisure activities.

Note: Entertainment and token gifts may be given or accepted if they:

  • Are consistent with local, social and business customs
  • Are not prohibited by applicable laws or regulations
  • Are not prohibited by the policies of the recipient’s employer
  • Are not considered lavish, extravagant, immoral or frequent
  • Are not intended to improperly influence or have the appearance of improperly influencing a business decision
  • Conform to standards set in the PLKI Honor Code
  • If made public, they would not embarrass PLKI or its employees.

In addition: Entertainment and gifts over $100.00 in value may create the appearance of impropriety. It is incumbent upon you to “do the right thing” in order to avoid any potential or perceived conflict of interest that can result when giving or accepting entertainment and gifts. When it is unclear whether you should give or accept a gift or entertainment, discuss it with your supervisor or with the Chief Compliance Officer. If your refusal would embarrass the other person, especially in an international setting where providing entertainment and gift-giving is lawful and customary, you may accept on behalf of PLKI and should immediately report it to your supervisor. In turn, the supervisor will discuss the situation with the Chief Compliance Officer so that PLKI can determine the proper manner for handling the gifts.

Policy: Employees must not engage in outside interests or employment that represents a conflict of interest with their obligations to PLKI.

As a result:
  • You and your immediate family may not maintain any interest in a private company doing business or competing with PLKI.
  • You and your immediate family may not maintain any interest greater than five percent (5%) in any public company doing business or competing with PLKI.
  • You may not compete in any way with PLKI.
  • You may not attempt to sell products or services to PLKI or solicit our employees or customers.
  • You may not engage in any activities that might interfere with your ability to carry out your duties to PLKI.
  • Unless authorized or permitted in advance, an employee’s personal time activities may not involve the PLKI name, assets, materials or facilities.
  • These activities also may not impair an employee’s job performance, affect PLKI’s reputation or conflict with the business interests of PLKI.
As a result:
  • These activities also may not impair an employee’s job performance, affect PLKI’s reputation or conflict with the business interests of PLKI.
  • You are otherwise free to use your personal time as you see fit for all legal endeavors including service, religious and charitable activities.

Intellectual property is the intangible products of thought processes, creativity and marketing capabilities and can be divided into the basic categories of trademarks, copyrights, patents and trade secrets. The proper management and protection of PLKI’s and its Operating Company’s intellectual property assets is vitally important to PLKI.

A. Trademarks

Any aspect of a product that tells or indicates to you from whom the product or service comes is a trademark. The difference between the two is that a trademark identifies a product, whereas a service mark identifies a service.

Sometimes a trademark can be both. For example, POPEYES® is both a service mark for restaurant services as well as a trademark for a brand of food products. PLKI owns some of the best known and most valuable trademarks in the world, including:

  • Words, such as POPEYES®
  • Slogans, such as LOVE THAT CHICKEN®
  • Designs, such as the Popeyes Louisiana Kitchen logo
  • Services, such as FRANCHISOR OF CHOICE®
  • Combinations of the above

Unless PLKI’s trademarks and service marks are consistently marked with the proper symbols as detailed below, our trademarks are at risk of entering the public domain as common terms or symbols that could be used by everyone. For example, “Escalator” or “Aspirin.”

Policy: We preserve and protect our intellectual property rights by consistently using proper notices at the first and most prominent use on each page or panel, and we do not knowingly infringe upon the trademark rights of others. Please refer to the current PLKI Brand Standards Guide for more information on how to use PLKI trademarks appropriately or you can contact the Marketing Department.

As a result:
  • The notice “TM” is used immediately after a trademark when it is still in the process of being registered with the U.S. Patent and Trademark Office (PTO).
  • “SM” is used immediately after the service mark when the service mark is still in the process of being registered with the PTO.
  • A registered mark is a trademark or service mark that has been approved by and is currently registered with the PTO. A “®” must immediately follow it. If the “®” is not used, infringers are not liable for damages unless PLKI can show they had actual notice of the registration. Do not use a “®” on an unregistered trademark or service mark.
  • When mentioning the trademark of another company, such as a competitor or supplier, do so carefully to guard against confusion and always indicate when a trademark or service mark is owned by someone else.
In addition:
  • Using the word “brand” liberally can strengthen the mark (i.e., POPEYES® brand fried chicken).
  • To avoid infringement, the Legal Department investigates all proposed trademarks prior to their use on products or in the media.
  • Should the use of a word, symbol, slogan, or any combination thereof, by any other person or entity appear to be likely to cause consumer confusion with PLKI’s marks, please notify the Legal Department.

B. Copyrights

PLKI creates creative and original works every day and owns copyrights in many forms of expression, including:

  • Marketing materials of all kinds including audio-visual, photographs, graphic art and text
  • Advertising
  • Training and operational manuals
  • Packaging
  • Video or audio recordings
  • Computer programs
  • We hold the copyright to all works created by PLKI, as well as those created on behalf of PLKI by outside vendors.
  • We require that those vendors assign such copyrights to us in writing.

As a result: The proper copyright notice consists of the symbol “©,” together with the year of first publication and the name “Popeyes Louisiana Kitchen, Inc.” and must appear on all PLKI print and broadcast materials.

When outside vendors such as advertising agencies are paid to produce creative work for PLKI, those vendors must assign all copyrights in the creative works to PLKI.

In addition: A copyright exists from the moment the creative work is created, even before it is registered with the federal government. Although registration is not required for the copyright to exist, the creative work must be registered before an infringing party can be sued.

Our employees may not reproduce, distribute or alter copyrighted materials owned by others without a license or other prior permission of the copyright owner.

C. Trade Secrets

PLKI also owns trade secrets, such as secret recipes and confidential procedures that are valuable as long as they remain secret. Examples of trade secrets include our:

  • Recipes
  • Cooking techniques
  • Operational methods
  • Pricing data
  • Marketing plans
  • Supplier lists

Policy: Our trade secrets must be kept secret.

As a result:
  • We will act promptly to notify anyone who, without authorization, takes or receives such secrets that are the exclusive property of PLKI and may not be used for any commercial purpose.
  • We will require that anyone with access to our trade secrets enter into an appropriate confidentiality agreement.

D. Patents

Inventions may be protected by patents that prohibit others from making, using or selling the claimed invention.

  • We protect our inventions by filing timely patent applications.
  • We protect others’ patents.

The Legal Department must review every contract in advance that involves any of the following:

  • Intellectual property (e.g., trademarks, trade secrets, copyrights and confidential and proprietary information) owned by PLKI or by a third party
  • Proposed perpetual renewal rights or a term of more than three years
  • Real property
  • Indemnity and/or hold harmless obligations of PLKI
  • Release of rights by or against PLKI
  • PLKI guaranty or the personal guaranty of an PLKI employee, director or officer
  • Aggregate payments totaling over $50,000

We believe that it is important to participate in the political process, and we encourage our employees, as private citizens, to participate in political activities, as they deem appropriate.

  • Unless specifically approved by the Restaurant Brands International General Counsel, PLKI does not make political contributions to the nomination or election of candidates to any public office or for the benefit of any political party.
  • Employees may not attempt, on behalf of PLKI, to influence other employees to make or refrain from making personal political contributions.
As a result, PLKI does not contribute:
  • Any donation or loan of PLKI funds, assets or properties
  • The use of PLKI services, facilities, property or anything of value, including employee work-time, free or discounted food or beverages
  • To the purchase of political advertising or fundraising dinners
  • Any other resources such as office supplies, PLKI letterhead, phone or fax machines without prior approval and proper reimbursement

Note: This policy is not intended to prohibit PLKI from participating in a lawful political action committee or communicating with legislatures, governmental agencies or the general public about legislation or government activities that affect our business.