If Afuri Ramen Dumpling directs a franchisee to modify the Marks, what is Afuri Ramen Dumpling's obligation?

According to Afuri Ramen Dumpling's 2024 Franchise Disclosure Document, Afuri Ramen Dumpling has the right to change or discontinue any part of its Marks at any time and at its sole discretion. If Afuri Ramen Dumpling directs a franchisee in writing to modify or discontinue the use of any franchise names or Marks, or to use substitute names or marks, Afuri Ramen Dumpling's sole obligation is to reimburse the franchisee for their tangible costs in complying with the directive. These tangible costs include expenses like changing signs and stationery.

However, the franchisee is responsible for bearing all other costs and expenses that may be reasonably necessary due to these changes or modifications. The FDD explicitly states that Afuri Ramen Dumpling will not be liable for any damages, costs, losses, rights, or detriments related to any modification, discontinuance, or substitution of the Marks.

This means that while Afuri Ramen Dumpling will cover the direct, physical costs of changing things like signs and printed materials, the franchisee is responsible for any indirect or consequential costs, such as lost business during the transition or the cost of retraining staff. All obligations relating to the original Marks will also apply to any modified or substituted names or marks. This is a fairly standard practice in franchising, where the franchisor maintains control over the brand's image but franchisees bear some of the costs of implementing changes.