How is the distributor allowed to use the Aunt Millies Bakeries trademarks?
Aunt_Millies_Bakeries Franchise · 2025 FDDAnswer from 2025 FDD Document
§10.1 PERMISSION FOR USE: Subject to the terms of this Agreement, AUNT MIL-LIE'S hereby grants to DISTRIBUTOR a limited, non transferable (except as provided pursuant to the assignability provisions of Article 7 of this agreement), nonexclusive right, in the Sales Area only, to use the trademarks set forth on Schedule B and any other trademarks, trade names or graphical designations on the packaging of the products supplied by AUNT MILLIE'S to DISTRIBUTOR hereunder (the "Marks"), solely to identify the Products and to identify DISTRIBUTOR as a distributor of the Products. Other than as expressly set forth in this Agreement, Distributor is granted no rights in the Marks. Distributor agrees not to sell or distribute the Products on behalf of AUNT MILLIE'S, either directly or indirectly, outside of the Sales Area and shall take commercially reasonable steps to prevent the distribution of the Products outside of the Sales Area by its respective agents or employees. DISTRIB-UTOR acknowledges that the Marks are the exclusive property of AUNT MILLIE'S, or its Affiliates, or, if applicable, the licensor(s) thereof, as the case may be (the "Owners"), and DISTRIBUTOR agrees that it will not dispute or contest the exclusive right, title and interest of the Owners in, or the validity of, any of the Marks, or assist others in doing same. DISTRIBUTOR acknowledges that it does not have, and will not acquire, any right, title or interest or any claim, monetary or otherwise, in any of the Marks or in the good will now or hereafter attaching thereto, and that all such goodwill shall inure solely to the benefit of the Owner of each Mark. DISTRIBUTOR agrees that it shall not use any of the Marks in any corporate title or trade name of any corporation, company, partnership, association, business or sole proprietorship of the
DISTRIBUTOR, or with which the DISTRIBUTOR may become affiliated or related through ownership or otherwise. DISTRIBUTOR agrees that it may only use the Marks in the manner specified in this Agreement and solely in connection with its sale, marketing and distribution of the Products. DISTRIBUTOR expressly agrees that it shall not package or distribute any other product bearing the Marks or otherwise display or use any Marks or any portion thereof or any other marks or designs confusing therewith on the packaging or labeling for any other product. DISTRIBUTOR agrees that it shall not tamper with any of the Marks or other written matter or graphical designations on the packaging of the products supplied by AUNT MILLIE'S or its Affiliates to DISTRIBUTOR hereunder and shall not otherwise modify or change the packaging thereof in any way. Any marketing or promotional material proposed to be used by DISTRIBUTOR which references or uses the Marks (other than marketing or promotional material supplied by AUNT MILLIE'S or any of the Owners) shall be submitted to AUNT MILLIE'S for approval, and said material shall not be used without the prior written consent of AUNT MILLIE'S.
DISTRIBUTOR acknowledges that the limited rights to use any particular marks as granted under this Section 10.1 shall continue only so long and to the extent that AUNT MILLIE'S holds rights to those particular Marks. Any particular Mark or Marks in which AUNT MILLIE'S loses its rights, shall be referred to hereinafter as the Terminated Marks.
Source: Item 23 — RECEIPT (FDD pages 44–196)
What This Means (2025 FDD)
According to Aunt Millies Bakeries' 2025 Franchise Disclosure Document, the distributor's use of Aunt Millie's trademarks is explicitly defined and limited. Aunt Millie's grants the distributor a limited, non-transferable, and non-exclusive right to use the trademarks within their designated sales area. This permission is solely for the purpose of identifying the products as Aunt Millie's products and identifying the distributor as an authorized distributor of those products. The distributor has no rights to the marks beyond what is expressly stated in the agreement.
The distributor is prohibited from using the trademarks in any manner not specified in the agreement, including using the marks to sell or distribute products outside of their assigned sales area. They must also take reasonable steps to prevent others from distributing the products outside of the sales area. The distributor cannot use the trademarks in any corporate title or trade name. Any marketing or promotional materials that use the trademarks must be approved by Aunt Millie's before use.
The agreement emphasizes that the trademarks remain the exclusive property of Aunt Millie's. The distributor acknowledges that they do not have any ownership or claim to the trademarks or the goodwill associated with them. The distributor is also required to notify Aunt Millie's of any potential infringement or challenges to the trademarks within their sales area and cooperate with Aunt Millie's in any legal actions related to the trademarks. If Aunt Millie's loses rights to particular marks, the distributor's right to use those marks terminates.