In the event a Carvel franchisee fails to transfer identifiers after termination, what authorization does the franchisee give to Carvel?
Carvel Franchise · 2025 FDDAnswer from 2025 FDD Document
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, if a franchisee fails to transfer identifiers after termination, they authorize Carvel to act as their attorney-in-fact. This authorization allows Carvel or its designee to direct the telephone company, postal service, registrar, Internet Service Provider, and all listing agencies to transfer the identifiers to Carvel.
This means that Carvel has the legal right to take control of the franchisee's business listings, phone numbers, domain names, and social media accounts if the franchisee does not voluntarily transfer them after the franchise agreement is terminated. The authorization granted by the franchisee is irrevocable, ensuring Carvel can enforce the transfer of these identifiers.
The FDD specifies that these third-party service providers (telephone company, postal service, registrars, etc.) may accept Carvel's direction as conclusive evidence of Carvel's exclusive rights to the identifiers and their authority to direct the transfer. This provision aims to streamline the transfer process and prevent disputes with these third parties. This is a fairly standard clause in franchise agreements to protect the brand's identity and online presence after a franchise relationship ends.