Does the Aw franchise agreement allow the franchisee to keep any materials containing the Marks after termination under any circumstances?
Aw Franchise · 2025 FDDAnswer from 2025 FDD Document
s after the effective date of termination or expiration (without renewal) of this Agreement such royalty fees, marketing fund contributions, service charges due us on any of the foregoing and all other amounts owed to us and our affiliates which are then unpaid. You must furnish a complete accounting of all such amounts owed to us and our affiliates with the payment.
- 16.2 The Marks. You (and your Owners) agree that after the termination or expiration (without renewal) of this Agreement you will:
- (a) not directly or indirectly at any time or in any manner identify yourself or any business as a current or former Papa Ray's Pizza Restaurant, or as a franchisee or licensee of or as otherwise associated with us, or use the Marks, any colorable imitation thereof or other indicia of a Papa Ray's Pizza Restaurant in any manner or for any purpose, or utilize for any purpose any trade name, trademark, service mark, trade dress, domain name, or other commercial symbol that suggests or indicates a connection or association with us;
- (b) promptly return to us or destroy (whichever we specify) all signs, sign-faces, promotional and advertising materials and other materials containing the Marks or otherwise identifying or relating to a Papa Ray's Pizza Restaurant;
- (c) promptly take such action as may be required to cancel all fictitious or assumed name, "doing business as" or equivalent registrations relating to your use of the Marks;
- (d) promptly notify the telephone company and all listing agencies of the termination or expiration of your right to use any telephone number and any telephone directory listings associated with the Marks and to authorize transfer of same to or at our direction. You acknowledge that as between the Company and you, we have the sole right to and interest in all telephone numbers and directory listings associated with the Marks, and you authorize us, and by execution of the Exhibit 4 Collateral Assignment of Telephone Number have appointed us and any of our officers as your attorney-in-fact, to direct the telephone company and all listing agencies to transfer same to us or at its direction, should you fail or refuse to do so, and the telephone company and all listing agencies may accept such direction or this Agreement as conclusive of our exclusive rights in such telephone numbers and directory listings and its authority to direct their transfer;
- (e) assign to us or our designee all of your right, title and interest in and to any domain name registrations, any web sites, and any listings or presence on any social media platforms or social media networks, or other presence on the internet using the Marks, including passwords and account manager access, and shall promptly notify the necessary parties of the termination of your license to use the Marks, and therefore, your right to use any domain name, website, or other presence on the internet using the Marks, and to authorize a transfer of same to us or our designee;
Source: Item 22 — CONTRACTS (FDD pages 39–40)
What This Means (2025 FDD)
According to the 2025 Aw Franchise Disclosure Document, franchisees are generally not allowed to retain any materials containing Aw's Marks after the termination or expiration of their franchise agreement. Specifically, upon termination or expiration of the agreement, the franchisee must not identify themselves as a current or former Aw franchisee or use the Marks in any manner. They are required to either return or destroy all signs, promotional materials, and other items containing the Marks, as specified by Aw.
Furthermore, the franchisee must cancel any registrations related to the use of the Marks, such as fictitious names or 'doing business as' registrations. They also need to notify the telephone company and listing agencies about the termination of their right to use any phone numbers and directory listings associated with the Marks, authorizing the transfer of these to Aw. The franchisee is also required to transfer any domain names, websites, or social media presence using the Marks to Aw or its designee.
However, Aw retains the right to purchase items bearing the Marks from the franchisee upon termination or expiration of the agreement. This includes fixtures, furniture, equipment, inventory, products, supplies, and signs, which Aw can purchase at the franchisee's cost or fair market value, whichever is less. This represents a potential opportunity for the franchisee to recoup some value from these assets, although it is contingent on Aw's decision to exercise this purchase option.