What is Aw's obligation or liability to a franchisee if Aw requires the franchisee to modify or discontinue use of any Mark?
Aw Franchise · 2025 FDDAnswer from 2025 FDD Document
If it becomes advisable at any time, in our sole discretion, for you to modify or discontinue use of any Mark or for your Papa Ray's Pizza Restaurant to use one or more additional or substitute trademarks, service marks, trade dress or domain names, you agree to comply with our directions to modify or otherwise discontinue the use of the Mark, or use one or more additional or substitute trademarks, service marks, trade dress or domain names, within a reasonable time after our notice to you at your expense. If we require you to modify or discontinue use of any Mark, we have no obligations or liability to you for your actual expenditures or other costs you incur in order to comply with this obligation.
- 7.6 Indemnification of Franchisee. We agree to indemnify you against, and to reimburse you for, all damages (but specifically excluding any consequential damages, including, but not limited to, loss of revenue and/or profits) for which you are held liable in any proceeding brought against you by any third party arising out of your use of any Mark, so long as said use is pursuant to and in compliance with this Agreement, and for all costs you reasonably incur in the defense of any such claim in which you are named as a party, so long as you have timely notified us of the claim and have otherwise complied with this Agreement. We have the sole right to defend any such claim.
Source: Item 22 — CONTRACTS (FDD pages 39–40)
What This Means (2025 FDD)
According to Aw's 2025 Franchise Disclosure Document, Aw has no obligations or liability to a franchisee for expenditures or costs incurred by the franchisee to comply with Aw's requirement to modify or discontinue the use of any Mark.
This means that if Aw decides that a franchisee needs to change its branding, signage, or other materials bearing Aw's trademarks, the franchisee will be responsible for covering all associated expenses. This could include the cost of new signs, marketing materials, and any other changes necessary to comply with Aw's directives.
However, Aw does agree to indemnify the franchisee against damages (excluding consequential damages like lost revenue or profits) the franchisee is held liable for in a proceeding brought against them by a third party arising out of the franchisee's use of any Mark, as long as the franchisee's use is compliant with the agreement. Aw will also reimburse the franchisee for costs reasonably incurred in the defense of such a claim, provided Aw is notified of the claim in a timely manner and the franchisee has otherwise complied with the agreement. Aw retains the sole right to defend any such claim.