What is the significance of the 'Marks' as defined in the context of a Big Apple Bagels franchise?
Big_Apple_Bagels Franchise · 2025 FDDAnswer from 2025 FDD Document
These Stores will be operated under the trademark and service mark "Big Apple Bagels" plus logos, designs, and such other trademarks, service marks and commercial symbols ("Marks") as will be authorized from time to time by Franchisor.
Developer acknowledges that Developer has no interest whatsoever in or to the Marks and that Developer's right to use the Marks is derived solely from Franchise Agreements entered into between Developer and Franchisor for the purpose of operating BAGELS Stores as contemplated thereunder. Developer agrees that all usage of the Marks by Developer and any goodwill established thereby shall inure to the exclusive benefit of Franchisor and its licensor. Developer further agrees that after the termination or expiration of this Agreement, he will not, except with respect to BAGELS Stores operated by Developer pursuant to Franchise Agreements granted by Franchisor, directly or indirectly, at any time or in any manner identify himself or any business as a franchisee or former franchisee of, or otherwise associated with, Franchisor or use in any manner or for any purpose any Mark or other indicia of a BAGELS Stores or any colorable imitation thereof.
Developer shall not use any Mark as part of any corporate or trade name or with any prefix, suffix, or other modifying words, terms, designs, or symbols, or in any modifying words, terms, designs, or symbols, or in any modified form, nor may Developer use any Mark in connection with any business or activity, other than the business conducted by Developer pursuant to Franchise Agreements entered into between Developer and Franchisor, or in any other manner not explicitly authorized in writing by Franchisor. Developer shall not register the Marks on the Internet or any other computer on-line service, and shall not use the Marks on the Internet in any manner.
Developer shall immediately notify Franchisor in writing of any apparent infringement of or challenge to Developer's use of any Mark, or claim by any person of any rights in any Mark or similar trade name, trademark, or service mark of which Developer becomes aware. Developer shall not communicate with any person other than Franchisor and its counsel in connection with any such infringement challenge or claim. Franchisor shall have sole discretion to take such action as it deems appropriate and the right to exclusively control any litigation, U.S. Patent and Trademark Office proceeding or other administrative proceeding arising out of any such infringement, challenge, or claim or otherwise relating to any Mark.
Source: Item 23 — RECEIPTS (FDD pages 87–319)
What This Means (2025 FDD)
According to the 2025 Big Apple Bagels Franchise Disclosure Document, the 'Marks' are the trademarks, service marks, and commercial symbols authorized by Big Apple Bagels for use in the operation of its stores. These Marks include the "Big Apple Bagels" name and associated logos. The Marks are essential to the Big Apple Bagels franchise system, as they represent the brand's identity and goodwill.
A prospective Big Apple Bagels franchisee's right to use the Marks is solely derived from the franchise agreement with Big Apple Bagels. The franchisee has no independent ownership or interest in the Marks themselves. All usage of the Marks and any goodwill established through that usage benefit Big Apple Bagels exclusively. This means that the franchisee's ability to use the brand's name and logos is entirely dependent on maintaining a valid franchise agreement.
Upon termination or expiration of the franchise agreement, the franchisee must cease all use of the Marks and cannot identify themselves as a current or former Big Apple Bagels franchisee, except for locations still operating under a valid franchise agreement. The franchisee is also prohibited from using the Marks in any corporate or trade name, or in any manner not explicitly authorized by Big Apple Bagels. This restriction extends to online usage, including registering the Marks on the Internet.
Furthermore, the franchisee is obligated to notify Big Apple Bagels of any potential infringement or challenge to the use of the Marks. Big Apple Bagels retains sole discretion over any legal action related to the Marks, including litigation and proceedings with the U.S. Patent and Trademark Office. This ensures that Big Apple Bagels maintains control over its brand and protects its intellectual property.