What must I strictly follow when using the Proprietary Marks for my Carvel franchise?
Carvel Franchise · 2025 FDDAnswer from 2025 FDD Document
Your rights to the Proprietary Marks are derived solely from your Franchise Agreement. You will only use the Proprietary Marks to identify your Shoppe except as we authorize. You have no right to apply for registration of any Proprietary Mark. In using the Proprietary Marks, you must strictly follow our Standards, specifications, requirements, and instructions. 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. When your Franchise Agreement expires or terminates, all rights to use the Proprietary Marks will revert to us automatically without payment to you and you will keep no rights in the Proprietary Marks. You may not take any action to question or contest our rights or interest in the Proprietary Marks and the goodwill in the Proprietary Marks.
Source: Item 13 — Trademarks (FDD pages 79–81)
What This Means (2025 FDD)
According to Carvel's 2025 Franchise Disclosure Document, when using the Proprietary Marks for your Carvel franchise, you must strictly adhere to Carvel's Standards, specifications, requirements, and instructions. These marks are essential to the Carvel brand, and their consistent use is crucial for maintaining brand identity and goodwill. The FDD emphasizes that all goodwill associated with the Proprietary Marks remains Carvel's exclusive property, and any goodwill established through your use of the trademarks will benefit Carvel exclusively.
As a franchisee, your rights to use the Proprietary Marks are derived solely from the Franchise Agreement. You are permitted to use the Proprietary Marks only to identify your Carvel Shoppe, unless otherwise authorized by Carvel. The FDD explicitly prohibits franchisees from applying to register any Proprietary Mark. Furthermore, you cannot use any mark or designations similar to Carvel's marks as part of any corporate or legal business name, with unauthorized prefixes or suffixes, in selling unauthorized services or products, or within any domain name or electronic medium without Carvel's explicit written consent.
Upon the expiration or termination of your Franchise Agreement, all rights to use the Proprietary Marks automatically revert to Carvel without any payment to you, and you retain no rights in the Proprietary Marks. You are also prohibited from taking any action that questions or contests Carvel's rights or interest in the Proprietary Marks and the associated goodwill. Carvel may also instruct you to modify or discontinue the use of any Proprietary Mark or adopt additional or substitute Proprietary Marks, and Carvel will not be liable for any resulting expenses you incur.
If you become aware of any claim against you for alleged infringement, unfair competition, or similar claims related to the Proprietary Marks, you must promptly notify Carvel. Carvel will then take the action it deems necessary to defend you and must indemnify you for any action against you by a third party based solely on these claims. However, you are not allowed to settle or compromise any of these claims without Carvel's written consent. Carvel retains the right to control, defend, and settle any claim at its sole expense, using its own counsel, and you must cooperate with Carvel in the defense. Carvel has no obligation to defend or indemnify you if the claim relates to your use of the Proprietary Marks in violation of the Franchise Agreement.