What are 'Marks' as defined in the Carvel Franchise Disclosure Document?
Carvel Franchise · 2025 FDDAnswer from 2025 FDD Document
We and our affiliates may modify the Marks from time to time, adding new trade names, service marks, and trademarks which also will be included in the term "Marks."
- D.
We refer to businesses that use the System and are identified by the Marks as "Businesses." You desire to obtain a license to use the System and the Marks to operate one Business, and we are willing to grant you a license to operate a Business, subject to the terms and conditions of this Agreement.
- NOW, THEREFORE, for and in consideration of the foregoing promises and the covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. GRANT OF FRANCHISE
- 1.1 Grant of Franchise. Subject to the terms of this Agreement, we grant to you, and you accept, a non-exclusive license to operate one Business using the Marks and the System (collectively, your "Franchised Business"). The Franchised Business will be operated only at the location specified in Schedule A (the "Accepted Location") or, if we have not yet accepted a site for the Franchised Business as of the date of this Agreement, at a location that we have accepted in accordance with this Agreement within the geographic area specified in Schedule A (the "Site Selection Area").
- 1.2 Restrictions. You have no right to (i) sublicense the Marks or the System to any other person or Entity (as defined below), (ii) use the Marks or the System at any location other than the Accepted Location, except as otherwise provided in Section 4.3 (Catering Services and Delivery Services) or as otherwise approved in writing, or (iii) to use the Marks or the System in any wholesale, e-commerce, or other channel of distribution besides the operation of the Franchised Business at the Accepted Location.
Source: Item 23 — Receipts (FDD pages 100–353)
What This Means (2025 FDD)
According to Carvel's 2025 Franchise Disclosure Document, the term 'Marks' encompasses the brand's trade names, service marks, and trademarks, including any new ones Carvel or its affiliates may add over time. As a Carvel franchisee, you are granted a non-exclusive license to operate a business using these 'Marks' and the 'System' that Carvel has developed. This license is specifically for the location detailed in Schedule A of the Franchise Agreement.
This means that as a franchisee, you have the right to use the Carvel brand name and associated logos to identify your business. However, this right is limited. You cannot sublicense the Marks to others, operate under the Carvel brand at any location other than the approved one (with some exceptions for catering or delivery services), or use the Marks in wholesale, e-commerce, or other distribution channels outside of your franchised business.
The agreement emphasizes that Carvel and its affiliates retain the right to modify the Marks, which means the brand's visual identity or names could evolve. As a franchisee, you would be expected to adopt these changes in your business. This ensures brand consistency across all Carvel locations but also requires you to invest in updates as directed by the franchisor.
In essence, the 'Marks' are a crucial part of the franchise agreement, granting you the right to operate under the Carvel brand while also setting clear boundaries on how and where you can use the brand's identity. Understanding these terms is essential for any prospective franchisee to ensure they comply with the franchisor's requirements and protect the brand's integrity.