What is the significance of the 'Marks' in relation to the Big Apple Bagels franchise?
Big_Apple_Bagels Franchise · 2025 FDDAnswer from 2025 FDD Document
A. 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.
- B. 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.
- C. 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 FDD, the 'Marks' refer to the trademarks, service marks, and commercial symbols owned, used, and licensed by Big Apple Bagels, including the name "Big Apple Bagels" and associated logos. These Marks are central to the franchise system, as Big Apple Bagels grants franchisees the right to use them to operate their stores. The franchisor maintains control and ownership of the Marks, and the franchisee's right to use them is solely derived from the Franchise Agreement. All goodwill associated with the use of the Marks by the franchisee benefits the franchisor.
The FDD emphasizes that franchisees have no independent right or interest in the Marks beyond what is granted in the Franchise Agreement. Franchisees cannot use the Marks in any way not explicitly authorized by Big Apple Bagels, including using them as part of a corporate or trade name, with modifications, or on the internet. Franchisees are obligated to report any potential infringement or challenges to the use of the Marks to Big Apple Bagels, which has the sole discretion to take action.
These stipulations are typical in franchising, as they protect the brand's identity and reputation. By retaining control over the Marks, Big Apple Bagels ensures consistent branding and quality standards across all franchise locations. This protects consumers and maintains the brand's value. For a prospective franchisee, this means they must adhere strictly to Big Apple Bagels's guidelines for using the Marks and understand that they are building goodwill for the franchisor's brand, not their own independent business. Upon termination of the franchise agreement, the franchisee loses all rights to use the Marks.