What actions are Chocolate Bash franchisees prohibited from taking that may injure the goodwill associated with the Marks?
Chocolate_Bash Franchise · 2024 FDDAnswer from 2024 FDD Document
- 12.1 Authorized Marks. Franchisee shall use no trademarks, service marks or logos in connection with the Business other than the Marks. Franchisee shall use all Marks specified by CB Franchising, and only in the manner as CB Franchising may require. Franchisee has no rights in the Marks other than the right to use them in the operation of the Business in compliance with this Agreement. All use of the Marks by Franchisee and any goodwill associated with the Marks, including any goodwill arising due to Franchisee's operation of the Business, will inure to the exclusive benefit of CB Franchising.
- 12.2 Change of Marks. CB Franchising may add, modify, or discontinue any Marks to be used under the System. Within a reasonable time after CB Franchising makes any such change, Franchisee must comply with the change, at Franchisee's expense.
- 14.4 Remove Identification. Within 30 days after termination or expiration, Franchisee shall at its own expense "de-identify" the Location so that it no longer contains the Marks, signage, or any trade dress of a Chocolate Bash business, to the reasonable satisfaction of CB Franchising.
Franchisee shall comply with any reasonable instructions and procedures of CB Franchising for de-identification.
If Franchisee fails to do so within 30 days after this Agreement expires or is terminated, CB Franchising may enter the Location to remove the Marks and de-identify the Location.
In this event, CB Franchising will not be charged with trespass nor be accountable or required to pay for any assets removed or altered, or for any damage caused by CB Franchising.
7.17 Public Relations. Franchisee shall not make any public statements (including giving interviews or issuing press releases) regarding Chocolate Bash, the Business, or any particular incident or occurrence related to the Business, without CB Franchising's prior written approval, which will not be unreasonably withheld.
7.18 Association with Causes. Franchisee shall not in the name of the Business (i) donate money, products, or services to any charitable, political, religious, or other organization, or (ii) act in support of any such organization, without CB Franchising's prior written approval, which will not be unreasonably withheld.
7.22 No Co-Branding. Franchisee shall not "co-brand" or associate any other business activity with the Chocolate Bash Business in a manner which is likely to cause the public to perceive it to be related to the Chocolate Bash Business.
Source: Item 22 — CONTRACTS (FDD pages 38–39)
What This Means (2024 FDD)
According to the 2024 Chocolate Bash FDD, franchisees are restricted from certain activities that could potentially harm the goodwill associated with the Chocolate Bash brand's trademarks and service marks (referred to as "Marks"). Specifically, franchisees must exclusively use the Marks specified by Chocolate Bash and only in the manner that Chocolate Bash requires. Franchisees have no rights to the Marks other than using them to operate their Chocolate Bash business in compliance with the Franchise Agreement. All goodwill associated with the Marks, including any goodwill arising from the franchisee's operation of the business, accrues solely to the benefit of CB Franchising.
Chocolate Bash retains the right to modify or discontinue any Marks used within the Chocolate Bash system. Franchisees are obligated to comply with these changes at their own expense within a reasonable timeframe after Chocolate Bash implements them. This ensures that the brand maintains a consistent and updated image across all franchise locations.
Furthermore, upon termination or expiration of the Franchise Agreement, franchisees must take immediate action to remove all identification bearing the Marks from their location within 30 days. This includes signage and any trade dress associated with Chocolate Bash. If a franchisee fails to do so, Chocolate Bash has the right to enter the location to remove the Marks and de-identify the location, without being held liable for trespass or any damages caused during the process. These measures protect Chocolate Bash's brand identity and prevent consumer confusion after a franchise ceases operation.
In addition, franchisees are prohibited from making any public statements regarding Chocolate Bash, the business, or any incident related to the business without prior written approval from Chocolate Bash. Franchisees also cannot donate money, products, or services to any organization in the name of the business or act in support of any organization without prior written approval from Chocolate Bash. Franchisees are also prohibited from co-branding or associating any other business activity with the Chocolate Bash business in a manner that could cause the public to perceive it as related to Chocolate Bash. These restrictions ensure that franchisees do not take actions that could negatively impact the Chocolate Bash brand or create confusion among customers.