What is the Aw franchisee's obligation regarding taking action in protecting the marks?
Aw Franchise · 2025 FDDAnswer from 2025 FDD Document
icable standards and procedures in the Operations Manual.
You must notify us immediately in writing of any apparent infringement of or challenge to your use of any Mark, or any claim by any person of any rights in any Mark or any similar mark and you may not communicate with any person other than us or our attorneys and your attorneys regarding the infringement, challenge or claim. We have sole discretion to take any action we deem appropriate and the right to exclusively control any litigation, PTO proceeding, ICANN Uniform Domain Name Dispute Resolution Policy proceeding or other administrative proceeding arising out of any infringement, challenge or claim to otherwise relating to any Mark. You must sign all instruments and documents, provide assistance and take any action that, in the opinion of our attorneys, may be necessary or advisable to protect and maintain our interest in any litigation, PTO proceeding, ICANN Uniform Domain Name Dispute Resolution Policy proceeding or other administrative proceeding or to otherwise protect and maintain our interest in the Marks.
We are not required to protect your use of the Marks or to defend you against a claim against your use of the Marks, although we have the right to defend the claim if we so choose to do so. We will indemnify you against, and reimburse you for all damages (except for any consequential damages, including loss of revenue and/or profits) for which you are held liable, and for all costs you reasonably incur in the defense of any claim in which you are named as a party, in any proceeding brought against you by any third party arising out of your use of any Mark, so long as your use of the Marks was in compliance with the Franchise Agreement and our rules and you have timely notified us of the claim or proceeding.
If it becomes advisable at any time, in our sole discretion, for us and/or you to modify or discontinue use of any Mark and/or use one or more additional or substitute trademarks or service marks, you must comply with our directions within a reasonable time after receiving notice from us at your expense.
We do not know of any existing or possible superior prior rights or infringing uses that could materially affect your use of the Marks in your state.
Source: Item 13 — TRADEMARKS (FDD pages 30–32)
What This Means (2025 FDD)
According to Aw's 2025 Franchise Disclosure Document, franchisees have specific obligations regarding the protection of the brand's trademarks. If a franchisee notices any potential infringement or challenges to the use of the Aw marks, they must immediately notify Aw in writing. The franchisee is not allowed to communicate with any party other than Aw, their attorneys, or Aw's attorneys regarding the issue. This ensures that Aw maintains control over how such matters are handled.
Aw retains sole discretion to take any action it deems necessary to address the infringement or challenge, including litigation or other administrative proceedings. The franchisee is obligated to assist Aw by signing documents and taking actions deemed necessary by Aw's attorneys to protect the trademarks. This may include providing assistance in legal proceedings or executing documents required to maintain Aw's interest in the marks.
Furthermore, franchisees are prohibited from taking any actions that could harm Aw's trademark rights. They cannot represent that the marks are invalid or infringe upon the rights of others, nor can they contest the validity or ownership of the marks. This reinforces the franchisee's role in upholding and protecting the integrity of the Aw brand and its associated trademarks.
While Aw is not required to protect the franchisee’s use of the marks or defend them against claims, they do have the right to defend the claim if they choose. Aw will indemnify the franchisee against damages and costs incurred in defending against third-party claims arising from the franchisee’s use of the marks, provided that the franchisee’s use was in compliance with the Franchise Agreement and Aw’s rules, and that Aw was promptly notified of the claim.