What is the definition of 'Identifiers' in the context of the Carvel franchise agreement upon termination?
Carvel Franchise · 2025 FDDAnswer from 2025 FDD Document
- F.
Immediately take all action required (i) to cancel all assumed name or equivalent registrations relating to your use of the Marks and (ii) to cancel or transfer to us or our designee all authorized and unauthorized domain names, social media accounts, telephone numbers, post office boxes, and classified and other directory listings relating to, or used in connection with, the Franchised Business or the Marks (collectively, "Identifiers").
You acknowledge that as between you and us, we have the sole rights to and interest in all Identifiers.
If you fail to comply with this Section 18.1.F., you hereby authorize us and irrevocably appoint us or our designee as your attorney-in-fact to direct the telephone company, postal service, registrar, Internet Service Provider and all listing agencies to transfer such Identifiers to us.
The telephone company, the postal service, registrars, Internet Service Providers and each listing agency may accept such direction by us pursuant to this Agreement as conclusive evidence of our exclusive rights in such Identifiers and our authority to direct their transfer; and
Source: Item 23 — Receipts (FDD pages 100–353)
What This Means (2025 FDD)
According to Carvel's 2025 Franchise Disclosure Document, upon termination of the franchise agreement, 'Identifiers' are defined as all authorized and unauthorized domain names, social media accounts, telephone numbers, post office boxes, and classified and other directory listings relating to, or used in connection with, the Franchised Business or the Marks.
This means that if a Carvel franchise agreement is terminated, the franchisee must take immediate action to cancel or transfer all of these items to Carvel or their designee. This includes not only obvious assets like the store's phone number and website domain, but also any social media accounts or directory listings used to promote the business. Carvel asserts that they have sole rights to and interest in all Identifiers.
The franchise agreement further stipulates that if the franchisee fails to comply with these requirements, Carvel is authorized to act as the franchisee's attorney-in-fact to direct the transfer of these identifiers. This gives Carvel significant power to ensure a clean break and maintain control over its brand and online presence. The agreement also states that third parties like telephone companies and internet service providers can accept Carvel's direction as conclusive evidence of their rights to the identifiers.
This provision is fairly standard in franchise agreements, as franchisors need to protect their brand identity and prevent former franchisees from continuing to operate under the same name or using the same marketing materials. Prospective Carvel franchisees should be aware of this obligation and understand that upon termination, they will lose control over all online and directory listings associated with the business.