What constitutes misuse of the System or Marks by a Capriottis Sandwich Shop franchisee?
Capriottis_Sandwich_Shop Franchise · 2025 FDDAnswer from 2025 FDD Document
11.1 Franchisee shall immediately cease to operate the Franchised Restaurant and will not directly or indirectly represent to the public or hold itself out as a CAPRIOTTI'S SANDWICH SHOP franchisee with respect to such business.
11.2 Franchisee shall immediately and permanently cease to use in any manner all Franchisor Non-Mark Proprietary IP, methods, procedures and techniques used by or associated with the System, the Marks and distinctive forms, slogans, signs, symbols, logos and devices associated with the System.
11.3 Franchisee shall immediately return to Franchisor any property held or used by Franchisee which is owned by Franchisor and shall cease to use, and shall either destroy or convey to Franchisor, all signs, advertising materials, displays, stationary, forms and any other materials that bear or display the Marks.
Franchisee shall, to the extent allowed by applicable law, take such steps as are necessary to ensure that its employees do not violate Franchisor's policies relating to the use of Networking Media Sites, including, but not limited to, prohibiting employees from posting any information relating to Franchisor, the System, the Marks or the Franchised Restaurants on any Networking Media Site that is inconsistent with such policies.
- 5.11 Franchisee shall not, without Franchisor's prior written approval (which Franchisor may grant or deny as it deems best), use the Marks or any abbreviation or other name associated with Franchisor and/or the System as part of any e-mail address, domain name and/or other identification of Franchisee in any electronic medium. Franchisee agrees not to transmit or cause any other party to transmit advertisements or solicitations by e-mail, SMS, social media, or other electronic media without first obtaining Franchisor's written consent as to: (i) the content of such e-mail advertisements or solicitations; and (ii) Franchisee's plan for transmitting such advertisements. In addition to any other provision of this Agreement, Franchisee shall be solely responsible for compliance with all laws pertaining to e-mails, including, but not limited to, the U.S. Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003 (known as the "CAN-SPAM Act of 2003").
- 5.12 Franchisee agrees not to (and will use its best efforts to cause its current and former owners, officers, directors, principals, agents, partners, employees, representatives, attorneys, affiliates, successors and assigns not to) disparage or otherwise directly or indirectly speak or write negatively about Franchisor, its affiliates, any of their respective directors, officers, employees, or representatives, current and former franchisees or developers of Franchisor and its Affiliates, the CAPRIOTTI'S® brand, the System, any Franchised Restaurant or other business using the Marks, or any other brand or service-marked or trademarked concept of Franchisor or its affiliates which would subject the CAPRIOTTI'S® brand or such other brands to ridicule, scandal, reproach, scorn, or indignity or negatively impact the goodwill of
(xiv) Franchisee and its transferring owners will not directly or indirectly at any time afterward or in any manner: (i) identify themselves in any business as a current or former CAPRIOTTI'S Restaurant or as one of Franchisor's franchisees; (ii) use any Mark, any colorable imitation of a Mark, any trademark, service mark, or commercial symbol that is confusingly similar to any Mark, or other indicia of a CAPRIOTTI'S Restaurant for any purpose; or (iii) utilize for any purpose any trade dress, trade name, trademark, service mark, or other commercial symbol suggesting or indicating a connection or association with Franchisor.
Source: Item 22 — CONTRACTS (FDD page 73)
What This Means (2025 FDD)
According to the 2025 Capriottis Sandwich Shop Franchise Disclosure Document, several actions can be considered misuse of the System or Marks. After the termination or expiration of the Franchise Agreement, a franchisee must immediately cease operating as a Capriottis Sandwich Shop, and cannot represent themselves as a franchisee. They must also stop using any of Capriottis Sandwich Shop's proprietary intellectual property, methods, techniques, and distinctive brand elements.
Specifically, franchisees must discontinue using and either destroy or return all materials bearing Capriottis Sandwich Shop's Marks, including signs, advertising, displays, and stationary. They must also cancel any assumed name registrations containing the "CAPRIOTTI'S" name or other Marks.
Furthermore, franchisees are prohibited from using the Marks in any electronic medium, such as email addresses or domain names, without prior written approval from Capriottis Sandwich Shop. Franchisees must also ensure their employees do not violate Capriottis Sandwich Shop's policies regarding networking media sites, and they cannot post information inconsistent with these policies. Disparaging Capriottis Sandwich Shop, its affiliates, or the brand in any way is also prohibited. After a transfer of ownership, the franchisee cannot identify themselves as a current or former Capriottis Sandwich Shop franchisee or use any confusingly similar marks or indicia.