Who has the exclusive right to determine what constitutes a violation regarding confusion or dilution of Ben Jerrys' proprietary marks?

According to Ben Jerrys' 2025 Franchise Disclosure Document, Ben & Jerry's retains the exclusive right to determine what actions by the franchisee are likely to cause confusion, mistake, or deception, or what actions are likely to dilute the rights of Ben & Jerry's in its proprietary marks. This also extends to determining what suggests a present or former association with Ben & Jerry's.

This means that Ben Jerrys, not the franchisee, has the final say in interpreting what constitutes a violation of the agreement regarding the use of their trademarks. The franchisee must adhere to Ben Jerrys' judgment in this matter. If Ben Jerrys determines that a franchisee's actions violate these terms, they will notify the franchisee.

This clause is significant because it gives Ben Jerrys considerable control over how its brand and trademarks are used and protected. It also means that a Ben Jerrys franchisee could be found in default of their agreement based on Ben Jerrys' subjective determination, even if the franchisee believes their actions are reasonable and not harmful to the brand. A prospective franchisee should seek clarification from Ben Jerrys regarding specific examples of actions that could be considered violations to fully understand the scope of this provision.