What constitutes an infringement of Aw's rights to the Marks by a franchisee?
Aw Franchise · 2025 FDDAnswer from 2025 FDD Document
You acknowledge that we own the Marks and that your right to use the Marks is derived solely from this Agreement and is limited to your operation of your Papa Ray's Pizza Restaurant pursuant to and in compliance with this Agreement and all applicable specifications, standards and operating procedures we prescribe from time to time during the term of the franchise. Any unauthorized use of the Marks by you will constitute an infringement of our rights in and to the Marks. You acknowledge and agree that all usage of the Marks by you and any goodwill established by your use of the Marks will inure to our exclusive benefit of and that this Agreement does not confer any goodwill or other interests in the Marks on you (other than the right to operate a Papa Ray's Pizza Restaurant in compliance with this Agreement).
Source: Item 22 — CONTRACTS (FDD pages 39–40)
What This Means (2025 FDD)
According to Aw's 2025 Franchise Disclosure Document, any unauthorized use of Aw's Marks by a franchisee constitutes an infringement of Aw's rights to those Marks. The franchisee's right to use the Marks is solely derived from the Franchise Agreement and is specifically limited to the operation of their Papa Ray's Pizza Restaurant in compliance with the agreement, including all specifications, standards, and operating procedures prescribed by Aw. This means a franchisee cannot use the Aw Marks in any way not explicitly allowed in the franchise agreement.
The agreement emphasizes that all goodwill generated through the franchisee's use of Aw's Marks inures exclusively to the benefit of Aw. The franchisee acknowledges Aw's ownership of the Marks and agrees not to take any actions that could harm Aw's rights. Specifically, the franchisee cannot claim the Marks are invalid, challenge Aw's ownership, or take any action that could dilute or tarnish the Marks. This protects Aw's brand identity and reputation.
After the termination or expiration of the franchise agreement, the franchisee must cease all use of the Marks. This includes refraining from identifying themselves as a current or former Papa Ray's Pizza Restaurant, and returning or destroying all materials bearing the Marks. The franchisee must also cancel any registrations related to their use of the Marks, such as "doing business as" filings, and transfer any relevant telephone numbers and directory listings to Aw. These post-termination obligations are crucial for preventing confusion and protecting Aw's brand integrity after a franchise relationship ends.