In the Aw franchise agreement, how are modifications to the agreement handled?
Aw Franchise · 2025 FDDAnswer from 2025 FDD Document
resulting from any of the causes set forth above will extend performance accordingly or excuse performance, in whole or in part, as may be reasonable.
- 19.5 Binding Effect. This Agreement is binding on and will inure to the benefit of our successors and assigns and will be binding on and inure to the benefit of your successors and assigns, and if you are an individual, on and to your heirs, executors and administrators.
- 19.6 Entire Agreement; Modification. This Agreement, together with the introduction and exhibits and attachments to it and the Operations Manual and all other written standards, specifications or policies issued by us, constitute the entire agreement between us, and there are no other oral or written understandings or agreements between us concerning the subject matter of this Agreement. However, this Paragraph does not disclaim the representations we have made in our Franchise Disclosure Document that was furnished to you. Except for modifications permitted to be made unilaterally by us, this Agreement may be modified only by written agreement signed by both you and us.
- 19.7 Force Majeure. Whenever a period of time is provided in this Agreement for either party to do or perform any act or thing, except the payment of monies, neither party shall be liable or responsible for any delays due to strikes, lockouts, casualties, acts of God, war, pandemic, governmental regulation or control or other causes beyond the reasonable control of the parties, and in any event said time period for the performance of an obligation hereunder shall be extended for the amount of time of the delay. This clause shall not apply or not result in an extension of the term of this Agreement.
- 19.8 No Liability to Others; No Other Beneficiaries. We will not, because of this Agreement or by virtue of any approvals, advice or services provided to you, be liable to any person or legal entity who is not a party to this Agreement, and no other party will have, or is intended to have, any rights because of this Agreement. We do not warrant that the obligations of this Agreement have been agreed to by or will be enforced against any of our other franchisees.
Source: Item 22 — CONTRACTS (FDD pages 39–40)
What This Means (2025 FDD)
According to the 2025 Aw Franchise Disclosure Document, the franchise agreement, along with its introduction, exhibits, attachments, the Operations Manual, and all other written standards, specifications, or policies issued by Aw, constitutes the entire agreement between the franchisor and franchisee. This means that all the terms and conditions governing the franchise relationship are contained within these documents, superseding any prior oral or written understandings. However, the agreement does not disclaim the representations Aw made in its Franchise Disclosure Document.
Except for modifications Aw is permitted to make unilaterally, any modifications to the Aw franchise agreement must be made in writing and signed by both Aw and the franchisee. This requirement ensures that any changes to the agreement are formally documented and agreed upon by both parties, reducing the risk of misunderstandings or disputes. This protects the franchisee by ensuring that Aw cannot unilaterally change key terms of the agreement, except in specific instances where such unilateral changes are explicitly permitted within the original agreement.
Additionally, the Aw franchise agreement addresses situations where any provision of the agreement is deemed unenforceable. In such cases, the unenforceable provision will be modified or limited to the extent necessary to make it valid and enforceable, while still reflecting the original intent of both parties. If a lawful requirement or court order necessitates changes to the agreement, such as requiring greater advance notice of termination, those changes will be substituted for the comparable provisions in the agreement to ensure enforceability. The franchisee agrees to be bound by these modifications to the greatest extent lawfully permitted, and these modifications will not affect any other terms of the agreement.