During the term of the Carvel franchise agreement, can a franchisee contest Carvel's ownership of the Marks?

According to the 2025 Carvel Franchise Disclosure Document, franchisees acknowledge that Carvel or its affiliates own the Marks. The agreement explicitly states that franchisees have no interest in the Marks beyond the non-exclusive license granted to them. Furthermore, the agreement specifies that Carvel has the exclusive right and interest in the Marks and the goodwill associated with them. Upon the expiration or termination of the agreement, no monetary amount will be attributable to goodwill associated with the franchisee's activities. This clause is a standard provision in franchise agreements to protect the franchisor's intellectual property.

This acknowledgement means that during the term of the Carvel franchise agreement, a franchisee cannot contest Carvel's ownership of the Marks. The franchisee's rights to use the Marks are strictly limited to the terms outlined in the franchise agreement. This includes using the Marks only for the franchised business operated at the accepted location and in compliance with Carvel's written rules and standards.

Carvel franchisees are also prohibited from using any Mark or similar designations as part of any corporate or legal business name, with any prefix or suffix, in selling unauthorized services or products, as part of any domain name or electronic address, or in any other manner not expressly authorized in writing. All materials displaying the Marks must receive prior written approval from Carvel, which can be revoked at any time with reasonable notice. These restrictions are typical in franchising to maintain brand consistency and protect the franchisor's intellectual property rights.