Can Aw make any implied agreements, warranties, guarantees or representations on behalf of the franchisee?
Aw Franchise · 2025 FDDAnswer from 2025 FDD Document
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).
You agree to indemnify, defend and hold us, our shareholders, directors, officers, employees, agents and assignees, harmless against and to reimburse us for all such obligations, damages, and taxes for which we are held liable and for all costs we reasonably incur in the defense of any such claim brought against us or in any such action in which we are named as a party, arising out of your operation of the Papa Ray's Pizza Restaurant, and/or arising out of your breach of this Agreement, including without limitation actual and consequential damages, reasonable attorneys', accountants', and expert witness fees, costs of investigation and proof of facts, court costs, other litigation expenses and travel and living expenses.
We have the right to defend any such claim against us.
You further agree to hold us harmless and indemnify and defend us for all cost, expense or loss we incur in enforcing the provisions of this Agreement, in defending our actions taken relating to this Agreement, or resulting from your breach of this Agreement, including, without limitation, reasonable arbitrators' and attorneys' fees (including those for appeal), unless, after legal proceedings are completed, you are found to have fulfilled and complied with all the terms of this Agreement.
Source: Item 22 — CONTRACTS (FDD pages 39–40)
What This Means (2025 FDD)
According to Aw's 2025 Franchise Disclosure Document, neither Aw nor the franchisee is allowed to make any implied agreements, warranties, guarantees, or representations on behalf of the other party, unless expressly authorized by the franchise agreement. This reinforces that Aw and its franchisees are independent entities and cannot act on behalf of each other unless specifically stated in the agreement.
Aw will not be held liable for any unauthorized agreements, representations, or warranties made by the franchisee. Additionally, Aw is not responsible for any damages arising from the franchisee's operation of their Papa Ray's Pizza Restaurant business, regardless of whether the damages are due to negligence or willful actions by the franchisee. The franchisee is responsible for managing their business independently.
The franchisee is responsible for indemnifying, defending, and holding Aw harmless from any obligations, damages, and taxes for which Aw is held liable due to the franchisee's operation of the Papa Ray's Pizza Restaurant or any breach of the agreement. This includes covering all costs reasonably incurred in defending against any claims, including attorney's fees and litigation expenses. This clause emphasizes the franchisee's responsibility for their actions and the protection of Aw from liabilities arising from the franchisee's business operations.