Can an Aw franchisee contest the validity or ownership of the Marks during the term of the agreement?

According to Aw's 2025 Franchise Disclosure Document, franchisees are prohibited from contesting the validity or ownership of Aw's trademarks during the term of the franchise agreement, or after its termination. The agreement states that franchisees cannot make any representations that the Marks are invalid or infringe on anyone's rights. They also cannot assist anyone else in contesting the validity or ownership of the Marks, or take any action that damages Aw's rights to the Marks.

This provision ensures that Aw maintains control over its brand and protects its intellectual property. It prevents franchisees from taking legal action against Aw regarding the trademarks or from supporting others in doing so. This restriction is common in franchising, as the strength and consistency of the brand are crucial to the success of the entire franchise system.

For a prospective Aw franchisee, this means they must acknowledge Aw's ownership of the Marks and agree not to challenge that ownership. Any goodwill established through the franchisee's use of the Marks benefits Aw exclusively. This clause is a standard protective measure for franchisors to safeguard their brand identity and prevent legal challenges from franchisees who might seek to undermine the franchisor's trademark rights.