Where do my rights to the Proprietary Marks come from as a Cinnabon franchisee?
Cinnabon 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 the Bakery 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 Proprietary 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.
If you learn of any claim against you for alleged infringement, unfair competition, or similar claims about the Proprietary Marks, you must promptly notify us. We will promptly take the action we consider necessary to defend you. We must indemnify you for any action against you by a third party based solely on alleged infringement, unfair competition, or similar claims about the Proprietary Marks. You may not settle or compromise any of these claims without our written consent. We have the right to control, defend and settle any claim at our sole expense using our own counsel. You must cooperate with us in the defense. We will have no obligation to defend or indemnify you if the claim against you relates to your use of the Proprietary Marks in violation of the Franchise Agreement.
You must comply with our instructions to modify or discontinue use of any Proprietary Mark or to adopt or use additional or substituted Proprietary Marks. We will not be liable to you for any resulting expenses.
Source: Item 13 — Trademarks (FDD pages 87–89)
What This Means (2025 FDD)
According to Cinnabon's 2025 Franchise Disclosure Document, a franchisee's rights to use Cinnabon's Proprietary Marks are derived solely from the Franchise Agreement. Franchisees are permitted to use the Proprietary Marks only to identify their Cinnabon Bakery, unless otherwise authorized by Cinnabon. A franchisee cannot apply to register any Proprietary Mark. The franchisee must adhere strictly to Cinnabon's standards, specifications, requirements, and instructions when using the Proprietary Marks.
Specifically, franchisees cannot use any mark or similar designations as part of a corporate or legal business name, with any unauthorized prefixes or suffixes, in selling unauthorized services or products, as part of any domain name or electronic address without consent, or in any manner not expressly authorized in writing by Cinnabon. Upon expiration or termination of the Franchise Agreement, all rights to use the Proprietary Marks automatically revert to Cinnabon without any payment to the franchisee, and the franchisee retains no rights in the Proprietary Marks.
Furthermore, franchisees are prohibited from taking any action to question or contest Cinnabon's rights or interest in the Proprietary Marks and the associated goodwill. If a franchisee becomes aware of any claim against them for alleged infringement or unfair competition related to the Proprietary Marks, they must promptly notify Cinnabon. Cinnabon will then take action it deems necessary to defend the franchisee and will indemnify the franchisee against third-party actions based on these claims, provided the franchisee's use of the marks complies with the Franchise Agreement. Cinnabon has the right to control the defense and settlement of any such claim at its own expense. Franchisees must also comply with any instructions from Cinnabon to modify or discontinue the use of any Proprietary Mark or to adopt additional or substitute marks, with Cinnabon not being liable for any resulting expenses.