factual

What is the Antioch Pizza Shop franchisee's responsibility regarding the goodwill of the Marks?

Antioch_Pizza_Shop Franchise · 2025 FDD

Answer from 2025 FDD Document

en the parties. No covenant shall be implied to vary or interpret the terms of this provision.

9. DUTIES OF FRANCHISEE

In addition to its duties as set forth elsewhere in this Agreement, Franchisee agrees to perform the following:

  • (a) Inventory and Supply Specifications. To promote uniformity and quality, and to protect the integrity of the Marks, Franchisee agrees to the following restrictions regarding inventory, supplies and products, as follows:
  • (i) Proprietary Products. Franchisor has developed certain ingredients, products, equipment and merchandise using or incorporating secret recipes or other trade secrets or information (the "Proprietary Products"). For example, these products may consist of pizza dough and sauces, frozen pizzas, hand-made sandwiches, desserts and additional food items, dough rollers, cheese graters and other equipment, cookbooks and other promotional products, and shall include those developed in the future and authorized for use in Antioch Pizza Shop™ restaurants. Franchisee agrees to purchase all Proprietary Products only from Franchisor, or a supplier designated by Franchisor, and in no event will Franchisee alter or attempt to substitute any other product for any Proprietary Product. Franchisee will only use or distribute Proprietary Products in connection with the operation of the Restaurant and any other franchise which Franchisor may grant to Franchisee. Franchisor expressly reserves the right to designate suppliers, or itself to be the sole supplier, of all or any of the Proprietary Products.
  • (ii) Advertising and Materials or Supplies Using the Marks. In the dispensing and sale of food products, and in displaying products and merchandise to be sold by Franchisee,

all articles such as containers, cartons, bags, menus, napkins and other paper goods, packaging, point of sale advertising and promotional materials and products, shall be subject to approval by Franchisor as to quality and design and shall bear trademarks, logos and/or slogans approved by Franchisor.

  • (iii) All Other Products, Inventory or Supplies. Franchisor will from time to time establish and publish reasonable specifications for the types of products, inventory and supplies authorized for use in connection with the operation of the Restaurant. Franchisee must purchase products, inventory and supplies that meet Franchisor's specifications from Franchisor or suppliers approved by Franchisor. Franchisor may, in its sole discretion, approve suppliers selected by Franchisee provided the following conditions are first met:
  • (A) Franchisee shall submit a written request to Franchisor for approval of the supplier and pay Franchisor an evaluation fee upon receipt of invoice therefor as compensation for Franchisor's investigation and sampling of Franchisee's proposed supplier;
  • (B) The supplier shall demonstrate to Franchisor's satisfaction that it is able to supply an item to Franchisee meeting Franchisor's specifications for such item, including but not limited to, providing Franchisor with samples and the opportunity to inspect its facilities from time to time;
  • (C) The supplier shall demonstrate to Franchisor's satisfaction that the supplier is of good standing in the business community with respect to its financial soundness and the reliability of its product and service;

Source: Item 22 — Contracts (FDD pages 56–57)

What This Means (2025 FDD)

According to the 2025 Antioch Pizza Shop FDD, franchisees must adhere to specific standards to protect the integrity of the Antioch Pizza Shop Marks. This includes purchasing proprietary products exclusively from Antioch Pizza Shop or its designated suppliers and refraining from altering or substituting these products. Proprietary Products include items like pizza dough and sauces, equipment, and promotional materials.

Additionally, all articles used in the sale of food products or the display of merchandise, such as containers, menus, napkins, and promotional materials, must be approved by Antioch Pizza Shop in terms of quality and design. These items must also bear trademarks, logos, or slogans approved by Antioch Pizza Shop. This ensures that the brand's image is consistent across all franchise locations, contributing to the overall goodwill of the Marks.

Exhibit F of the FDD outlines that the franchisee acknowledges that the Antioch Pizza Shop marks are the sole property of the franchisor. The franchisee's right to use telephone numbers, directory listings, and digital marketing associated with Antioch Pizza Shop trademarks is due to a limited license granted by the franchisor. Upon expiration or termination of the Franchise Agreement, the franchisee's right to use these assets ceases, and they revert to Antioch Pizza Shop. This conditional assignment ensures that Antioch Pizza Shop retains control over its brand assets and goodwill.

Disclaimer: This information is extracted from the 2025 Franchise Disclosure Document and is provided for research purposes only. It does not constitute legal or financial advice. Consult with a franchise attorney before making any investment decisions.