What is the deadline for an Aw franchisee to notify Aw of a claim to be eligible for indemnification?
Aw Franchise · 2025 FDDAnswer from 2025 FDD Document
- 7.6 Indemnification of Franchisee. We agree to indemnify you against, and to reimburse you for, all damages (but specifically excluding any consequential damages, including, but not limited to, loss of revenue and/or profits) for which you are held liable in any proceeding brought against you by any third party arising out of your use of any Mark, so long as said use is pursuant to and in compliance with this Agreement, and for all costs you reasonably incur in the defense of any such claim in which you are named as a party, so long as you have timely notified us of the claim and have otherwise complied with this Agreement. We have the sole right to defend any such claim.
Source: Item 22 — CONTRACTS (FDD pages 39–40)
What This Means (2025 FDD)
According to Aw's 2025 Franchise Disclosure Document, if a third party brings a claim against an Aw franchisee arising from the use of Aw's marks, the franchisee must provide timely notification to Aw to be eligible for indemnification. Specifically, Aw agrees to indemnify the franchisee against damages for which the franchisee is held liable in a proceeding brought by a third party related to the use of Aw's marks, provided that the franchisee's use complies with the franchise agreement.
However, this indemnification excludes any consequential damages, such as loss of revenue or profits. In addition to providing timely notification of the claim, the franchisee must also comply with all other terms of the franchise agreement to be eligible for indemnification.
The FDD states that Aw has the sole right to defend any such claim. The agreement does not specify a precise deadline for notifying Aw of a claim, but it emphasizes the need for 'timely' notification. It would be prudent for a prospective franchisee to clarify what constitutes 'timely' notification with Aw to ensure compliance and secure indemnification rights.