What action can Aw take if there is an infringement of or challenge to the use of any Mark?
Aw Franchise · 2025 FDDAnswer from 2025 FDD Document
You must notify us immediately in writing of any apparent infringement of or challenge to your use of any Mark, or any claim by any person of any rights in any Mark or any similar mark and you may not communicate with any person other than us or our attorneys and your attorneys regarding the infringement, challenge or claim. We have sole discretion to take any action we deem appropriate and the right to exclusively control any litigation, PTO proceeding, ICANN Uniform Domain Name Dispute Resolution Policy proceeding or other administrative proceeding arising out of any infringement, challenge or claim to otherwise relating to any Mark. You must sign all instruments and documents, provide assistance and take any action that, in the opinion of our attorneys, may be necessary or advisable to protect and maintain our interest in any litigation, PTO proceeding, ICANN Uniform Domain Name Dispute Resolution Policy proceeding or other administrative proceeding or to otherwise protect and maintain our interest in the Marks.
We are not required to protect your use of the Marks or to defend you against a claim against your use of the Marks, although we have the right to defend the claim if we so choose to do so. We will indemnify you against, and reimburse you for all damages (except for any consequential damages, including loss of revenue and/or profits) for which you are held liable, and for all costs you reasonably incur in the defense of any claim in which you are named as a party, in any proceeding brought against you by any third party arising out of your use of any Mark, so long as your use of the Marks was in compliance with the Franchise Agreement and our rules and you have timely notified us of the claim or proceeding.
Source: Item 13 — TRADEMARKS (FDD pages 30–32)
What This Means (2025 FDD)
According to Aw's 2025 Franchise Disclosure Document, Aw has sole discretion to take any action it deems appropriate regarding infringement or challenges to the use of any Mark. This includes the right to exclusively control any litigation, PTO (Patent and Trademark Office) proceeding, ICANN (Internet Corporation for Assigned Names and Numbers) Uniform Domain Name Dispute Resolution Policy proceeding, or other administrative proceeding arising out of any infringement, challenge, or claim relating to any Mark.
For a prospective franchisee, this means that if there is an infringement or challenge to the use of Aw's trademarks, Aw, not the franchisee, has the authority to decide how to respond. The franchisee is required to notify Aw immediately in writing of any apparent infringement or challenge to the use of any Mark. The franchisee cannot communicate with anyone other than Aw, its attorneys, or the franchisee's own attorneys regarding the infringement, challenge, or claim.
Furthermore, the franchisee must sign all instruments and documents, provide assistance, and take any action that Aw's attorneys deem necessary or advisable to protect and maintain Aw's interest in any litigation, PTO proceeding, ICANN Uniform Domain Name Dispute Resolution Policy proceeding, or other administrative proceeding, or to otherwise protect and maintain Aw's interest in the Marks. This places the responsibility and cost of defending the trademarks primarily on Aw, but requires the franchisee's cooperation in any legal or administrative actions.
While Aw has the right to defend claims against the use of its Marks, it is not required to do so. However, Aw will indemnify the franchisee against and reimburse them for all damages (except for any consequential damages, including loss of revenue and/or profits) for which they are held liable, and for all costs reasonably incurred in the defense of any claim in which they are named as a party. This is provided that the franchisee's use of the Marks was in compliance with the Franchise Agreement and Aw's rules, and that Aw was notified of the claim or proceeding in a timely manner.