Is the franchisee licensed to use the Chocolate Bash Marks?
Chocolate_Bash Franchise · 2024 FDDAnswer from 2024 FDD Document
ARTICLE 2. GRANT OF LICENSE
- 2.1 Grant. CB Franchising grants to Franchisee the right to operate a Chocolate Bash business solely at the Location.
If no Location is stated on the Summary Page when this Agreement is signed, then the parties will determine the Location in accordance with Section 6.1.
Franchisee shall develop, open and operate a Chocolate Bash business at the Location for the entire term of this Agreement.
ARTICLE 12. MARKS
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.
(iv) cease doing business under any of the Marks.
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.
Source: Item 22 — CONTRACTS (FDD pages 38–39)
What This Means (2024 FDD)
According to the 2024 Chocolate Bash Franchise Disclosure Document, Chocolate Bash Franchising, LLC grants the franchisee the right to operate a Chocolate Bash business solely at the specified location. This license includes the use of Chocolate Bash's trademarks, service marks, and logos (collectively, the Marks) in connection with the business. However, the franchisee's rights to use these Marks are limited to operating the business in compliance with the Franchise Agreement. All goodwill associated with the Marks, including any goodwill arising from the franchisee's operation, exclusively benefits Chocolate Bash Franchising, LLC.
The franchisee must use all Marks specified by Chocolate Bash and only in the manner required by Chocolate Bash. Chocolate Bash retains the right to add, modify, or discontinue any Marks used within the system, and the franchisee is responsible for complying with these changes at their own expense within a reasonable timeframe. This means a franchisee must stay updated with any changes to the Chocolate Bash branding and implement them promptly.
Upon termination or expiration of the Franchise Agreement, the franchisee’s right to use the Marks ceases. The franchisee must then discontinue using any of the Marks and take steps to "de-identify" the location within 30 days, removing all Marks, signage, and trade dress associated with Chocolate Bash. Failure to do so allows Chocolate Bash to enter the location and remove the Marks themselves, without being liable for trespass or any damages caused during the removal process. This underscores the importance of adhering to the franchisor's brand standards and the potential consequences of failing to comply with the agreement's terms regarding the use of intellectual property.