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Does Aw assume liability for agreements, representations, or warranties made by the franchisee that are not expressly authorized under the Franchise Agreement?

Aw Franchise · 2025 FDD

Answer from 2025 FDD Document

We will not assume any liability or be deemed liable for any agreements, representations, or warranties you make that are not expressly authorized under this Agreement, nor will we be obligated for any damages to any person or property, directly or indirectly arising out of your operation of your Papa Ray's Pizza Restaurant business, whether or not caused by your negligent or willful action or failure to act.

We will have no liability for any sales, use, excise, income, gross receipts, property, or other taxes levied against you or your assets or on us in connection with the business you conduct, or any payments you make to us pursuant to this Agreement (except for our own income taxes).

You agree to indemnify, defend and hold us, our shareholders, directors, officers, employees, agents and assignees, harmless against and to reimburse us for all such obligations, damages, and taxes for which we are held liable and for all costs we reasonably incur in the defense of any such claim brought against us or in any such action in which we are named as a party, arising out of your operation of the Papa Ray's Pizza Restaurant, and/or arising out of your breach of this Agreement, including without limitation actual and consequential damages, reasonable attorneys', accountants', and expert witness fees, costs of investigation and proof of facts, court costs, other litigation expenses and travel and living expenses.

Source: Item 22 — CONTRACTS (FDD pages 39–40)

What This Means (2025 FDD)

According to Aw's 2025 Franchise Disclosure Document, Aw will not assume liability for any agreements, representations, or warranties that a franchisee makes if those agreements, representations, or warranties are not expressly authorized by the Franchise Agreement. Furthermore, Aw is not obligated for damages to any person or property that arise directly or indirectly from the franchisee's operation of their Papa Ray's Pizza Restaurant business, regardless of whether the damages are caused by the franchisee's negligence or willful actions.

This means that as a franchisee, you are responsible for your own actions and business operation. If you make unauthorized agreements or misrepresentations, Aw will not be held liable. This protects Aw from potential legal issues arising from franchisee misconduct or unauthorized actions.

Additionally, Aw is not liable for any sales, use, excise, income, gross receipts, property, or other taxes levied against the franchisee or their assets, or on Aw in connection with the business the franchisee conducts, except for Aw's own income taxes. The franchisee also agrees to indemnify, defend, and hold Aw harmless against any such obligations, damages, and taxes for which Aw is held liable, including all costs reasonably incurred in the defense of any claim brought against Aw. This includes damages, attorney's fees, and litigation expenses.

Disclaimer: This information is extracted from the 2025 Franchise Disclosure Document and is provided for research purposes only. It does not constitute legal or financial advice. Consult with a franchise attorney before making any investment decisions.