What is the Carvel franchisee's obligation regarding the Intellectual Property?
Carvel Franchise · 2025 FDDAnswer from 2025 FDD Document
ay have, including reimbursement of any costs or expenses related to responding to or resolving such contact or complaint on your behalf, we may charge you a guest relations fee if (i) we or you receive an excessive number of complaints related to you or your Franchised Business (such number shall be specified in the Manuals) or (ii) you fail to respond to or resolve a guest contact request or a customer complaint in accordance with our Standards within the time period specified in the Manuals. The guest relations fee is currently $30 for each excessive complaint or each complaint or contact request that you do not timely respond to. We may change the fee, time period for responding to complaints, and number of complaints deemed to be excessive from time to time, provided that the fee may not change in any year by more than the Allowed Adjustment.
9. INTELLECTUAL PROPERTY
9.1 Marks.
A. Acknowledgements. You acknowledge that we or our affiliates are the owner of the Marks, that you have no interest in the Marks beyond the non-exclusive license granted herein, and that, as between we and you, we have the exclusive right and interest in and to the
Marks and the goodwill associated with and symbolized by them. Upon the expiration or termination of this Agreement, no monetary amount will be attributable to goodwill associated with your activities as a franchisee under this Agreement.
- B. Rights. Your right to use the Marks applies only to the Franchised Business operated at the Accepted Location as expressly provided in this Agreement, including advertising related to the Franchised Business. You may only use in your Franchised Business the Marks we designate, and only in compliance with written rules that we prescribe from time to time. Your limited license extends only to use of the 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 those set forth in the Manuals and any other publications, if any, dedicated to proper use of the Marks; and (ii) all applicable Laws pertaining to advertising and marketing, including federal and state laws pertaining to telemarketing (including the Telephone Consumer Protection Act (the "TCPA")), false advertising, unfair competition and unfair practices. You may not use any Mark or any words or designations similar to the Marks (i) as part of any corporate or legal business name, (ii) with any prefix, suffix or other modifying words, terms, designs or symbols (other than logos we have licensed to you), (iii) in selling any unauthorized services or products, (iv) as part of any domain name, electronic address, metatag, search engine keyword, social media account, or otherwise in connection with any website or other electronic medium without our consent, or (v) in any other manner we have not expressly authorized in writing. No materials on which any of the Marks appears will be used by you without our prior written approval, which may be revoked at any time upon reasonable notice to you. You must display the Marks in a manner that we specify on signage at the Franchised Business and on forms, advertising, supplies, employee uniforms, business cards, and other materials we designate.
- 9.2 Copyrights. You acknowledge that as between you and us, any and all present or future copyrights relating to the System or the Business concept, including the Manuals (including the Supplements); the Recipes; our building designs, architectural renderings, and construction plans; and certain forms, advertisements, images, art, photography, promotional materials, and other written materials that we produce (collectively, the "Copyrights") belong solely and exclusively to us or our affiliates. You have no interest in the Copyrights beyond the non-exclusive license granted in this Agreement. Your use of the Copyrights inures to our benefit.
- 9.3 No Contesting Our Rights.
Source: Item 23 — Receipts (FDD pages 100–353)
What This Means (2025 FDD)
According to Carvel's 2025 Franchise Disclosure Document, franchisees have specific obligations regarding the brand's intellectual property. Carvel or its affiliates retain ownership of all Marks, and the franchisee's rights are limited to a non-exclusive license for the Franchised Business at the Accepted Location. Upon termination or expiration of the franchise agreement, all rights to use the Intellectual Property automatically revert back to Carvel without any cost or required documentation. However, Carvel may request the franchisee to execute documents confirming this reversion.
The franchisee can only use the designated Marks in compliance with Carvel's written rules, standards, operating procedures, policies, and guidelines, including those in the manuals. This also extends to adhering to all applicable laws pertaining to advertising and marketing. The franchisee is restricted from using any Mark or similar designations as part of a corporate name, with prefixes or suffixes, in selling unauthorized services or products, or within any domain name or electronic medium without prior written consent from Carvel.
Furthermore, any ideas, concepts, techniques, or materials related to the Carvel business or system, including modifications of the Intellectual Property, are considered Carvel's sole and exclusive property. Franchisees must promptly disclose any such Innovations to Carvel, and these Innovations are deemed works made-for-hire. If an Innovation does not qualify as a work made-for-hire, the franchisee assigns ownership and all related rights to Carvel. Carvel is not obligated to provide any payment for these Innovations, and the franchisee cannot use any Innovation without Carvel's prior approval.