Is an Aw franchisee allowed to represent themselves as an agent or partner of the franchisor?
Aw Franchise · 2025 FDDAnswer from 2025 FDD Document
you agree not to employ any of the Marks in signing any contract, check, purchase agreement, negotiable instrument or legal obligation, application for any license or permit, or in a manner that may result in liability to us for any indebtedness or obligation of yours. Except as expressly authorized by this Agreement, neither of us will make any express or implied agreements, warranties, guarantees or representations, or incur any debt, in the name of or on behalf of the other or represent that our relationship is other than that of franchisor and franchisee.
- 8.3 Indemnification; Tax Liability. 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).
Source: Item 22 — CONTRACTS (FDD pages 39–40)
What This Means (2025 FDD)
According to Aw's 2025 Franchise Disclosure Document, the franchise agreement explicitly states that the relationship between Aw and its franchisees is that of franchisor and franchisee, and nothing else. Aw franchisees are independent contractors and are not considered agents, joint ventures, partners, or employees of Aw for any purpose. Franchisees must clearly identify themselves as the owners of their Papa Ray's Pizza Restaurant operating under a franchise agreement with Aw in all dealings with customers, suppliers, public officials, and employees. They must also include notices of independent ownership on business cards, stationery, advertising, and other materials as required by Aw.
Aw franchisees are not authorized to use Aw's trademarks in any way that could create liability for Aw regarding the franchisee's debts or obligations. This includes contracts, checks, purchase agreements, legal obligations, or license applications. Aw is not liable for any agreements, representations, or warranties made by the franchisee that are not expressly authorized in the franchise agreement. Additionally, Aw is not responsible for damages arising from the franchisee's operation of the Papa Ray's Pizza Restaurant.
This delineation of responsibilities and liabilities is typical in franchising. It protects Aw from potential legal and financial issues arising from the actions of its franchisees. It also ensures that franchisees understand they are operating independently and are responsible for their own business decisions and obligations. Prospective franchisees should carefully review these clauses to fully understand their rights and responsibilities under the franchise agreement.