Is Buff City Soap allowed to sell its trademarks without the franchisee's consent?
Buff_City_Soap Franchise · 2025 FDDAnswer from 2025 FDD Document
ee may sell and ship products to people located outside of its Protected Area so long as its sales are not the result of solicitations outside its Protected Area or the result of Target Marketing activities by Franchisee.
(3) Franchisee does not have the right to establish any additional or alternative channels of distribution (i.e. the Internet, Social Media or any other electronic means, including the telephone and SMS texting) without the express written permission of Franchisor, which may be withheld in our sole discretion.
(e) Reserved Rights. Franchisor retains all rights inside and outside the Protected Area except those that are expressly granted to Franchisee in this Agreement. Without limiting Franchisor's and its Affiliate's rights described in this Section 2(e), Franchisor and its Affiliates and any other authorized Person may, among other things:
(1) Advertise and promote the System within and outside the Protected Area;
(2) Operate, and license others to operate, Buff City Soap makeries at any location outside the Protected Area, including locations that are adjacent to the Protected Area;
(3) Except for the restriction against the establishment of another Buff City Soap makery in the Protected Area, offer and sell, and authorize others to offer and sell, any products and services, including those offered and sold at Buff City Soap makeries (such as packaged personal care products, clothing, merchandise and other Buff City Soap memorabilia), under the Marks or other trademarks at or from any location or through any channel of distribution (including, but not limited to, spas, salons, boutiques, supermarkets, discount stores, department stores and convenience stores, hospitals, health care facilities, airports, stadiums, business or industry locations (e.g. manufacturing site, office building, distribution facilities), military installations, military commissaries, universities, schools, the Internet (or any other existing or future form of electronic commerce), other retail locations or wholesale channels and other retail facilities such as kiosks and multi-brand facilities providing a limited number or representative sample of the Products and services normally offered by a Buff City Soap makery);
Source: Item 23 — Receipts (FDD pages 69–186)
What This Means (2025 FDD)
Based on the 2025 Buff City Soap Franchise Disclosure Document, the franchisor retains significant rights regarding the brand's trademarks and can utilize them in various ways without a franchisee's direct consent. Specifically, Buff City Soap reserves the right to license others to operate Buff City Soap makeries outside of a franchisee's protected area, offer and sell products under the trademarks through various channels of distribution, and establish other businesses under the marks.
This means that while a franchisee is granted a protected area, Buff City Soap can still promote the system, operate other locations, and sell products through different avenues, even those that might compete with the franchisee's business. These channels include online sales, retail partnerships (like in supermarkets or department stores), and other business ventures that Buff City Soap or its affiliates may develop.
For a prospective franchisee, this highlights the importance of understanding the scope and limitations of the protected area. While the franchise agreement offers some territorial protection, Buff City Soap retains considerable freedom to expand its brand presence through alternative channels and locations. This could impact a franchisee's potential market share and revenue, as customers might have multiple options for purchasing Buff City Soap products beyond the franchised Makery. Therefore, it is crucial to carefully evaluate the potential for competition from other channels managed by the franchisor when considering a Buff City Soap franchise.