What does the term 'Proprietary Marks' refer to in the Carls Jr. franchise agreement?
Carls_Jr Franchise · 2025 FDDAnswer from 2025 FDD Document
The term "Proprietary Marks" as used in this Agreement refers to all trade names, trademarks, service marks, trade dress, logos, insignias, slogans, emblems, symbols, designs, and any combination thereof or any other indicia of source designated by CJR as identifying the System and the products sold and services provided in connection with the System. You acknowledge that CJR owns all rights, title, and interest in and to the Proprietary Marks and you have only such rights to use the Proprietary Marks as this Agreement grants. CJR shall, from time to time, advise Franchisee as to any additions or deletions to the Proprietary Marks and Franchisee's right to use the Proprietary Marks shall be deemed modified by those additions or deletions.
Franchisee's right to use the Proprietary Marks is limited to its use of the Proprietary Marks in the operation of the Franchised Restaurant at the Franchised Location and as expressly provided in this Agreement and the OPM. Franchisee's limited license extends only to use of the Proprietary Marks in accordance with (i) all applicable standards, operating procedures, policies and guidelines that we prescribe—and from time to time amend—during the duration of this Agreement, including, without limitation, those set forth in the most current edition of the OPM and other publications, if any, dedicated to proper use of the Proprietary Marks; and (ii) all applicable laws and regulations pertaining to advertising and marketing, including, without limitation, federal and state laws pertaining to telemarketing (including the Telephone Consumer Protection Act), false advertising, unfair competition and unfair practices.
Source: Item 22 — CONTRACTS (FDD pages 75–76)
What This Means (2025 FDD)
According to Carls Jr.'s 2025 Franchise Disclosure Document, the term "Proprietary Marks" encompasses a wide range of identifiers used to represent the Carls Jr. system. These include trade names, trademarks, service marks, trade dress, logos, insignias, slogans, emblems, symbols, designs, and any combinations thereof. Essentially, it refers to any element that CJR designates as a source identifier for the System, its products, and services. Carls Jr. retains ownership of all rights, titles, and interests in these Proprietary Marks, granting franchisees only the rights explicitly outlined in the franchise agreement.
Carls Jr. has the right to modify these Proprietary Marks, advising franchisees of any additions or deletions. Franchisees' rights to use the marks are then adjusted accordingly. This use is specifically limited to the operation of the franchised restaurant at its designated location, adhering strictly to the standards, operating procedures, policies, and guidelines prescribed by Carls Jr., including those detailed in the most current edition of the OPM (Operating Procedures Manual) and any other relevant publications.
For a prospective franchisee, this means that while you are granted the right to use the Carls Jr. branding, you do not own any part of it. Carls Jr. can change the branding, and you must adapt accordingly. Your use of the branding is strictly controlled and must adhere to their standards. Unauthorized use of these marks can lead to a breach of the franchise agreement and infringement of Carls Jr.'s rights. Therefore, it is crucial to stay updated with any changes to the Proprietary Marks and adhere to all guidelines provided by the franchisor.