What is the relationship between Aw and its franchisees defined as?
Aw Franchise · 2025 FDDAnswer from 2025 FDD Document
8. RELATIONSHIP OF THE PARTIES; INDEMNIFICATION
- 8.1 Independent Contractor; No Fiduciary Relationship. Both you and we understand and agree that this Agreement does not create a fiduciary relationship between us, that you and we are independent contractors, and that nothing in this Agreement is intended to make either party a general or special agent, joint venturer, partner, or employee of the other for any purpose whatsoever. You agree to conspicuously identify yourself in all your dealings with customers, suppliers, public officials, employees, and others as the owner of the Papa Ray's Pizza Restaurant pursuant to a Franchise Agreement with us, and agree to place any other notices of independent ownership on your forms, business cards, stationery, advertising, and other materials as we may require from time to time.
- 8.2 No Employment Relationship. You shall prominently display, by posting of a sign within public view, on or in the Premises, a statement that clearly indicates that the Papa Ray's Pizza Restaurant is independently owned and operated by you as our franchisee. You expressly
acknowledge that we are not your employer or an employer of any of your employees. In addition, we are not a joint employer with you. You acknowledge that our training, guidance, advice and assistance, your obligations under this Agreement and the standards, specifications, policies and procedures required by us hereunder and in the Operations Manual are imposed not for the purpose of exercising control over you but rather for the limited purpose of protecting the Marks and Confidential Information, goodwill and brand consistency. You are solely responsible for the management of the Papa Ray's Pizza Restaurant as an independent franchise owner/operator.
- 8.2 No Liability, No Warranties.
We have not authorized or empowered you to use the Marks except as provided by this Agreement and 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.
Source: Item 22 — CONTRACTS (FDD pages 39–40)
What This Means (2025 FDD)
According to Aw's 2025 Franchise Disclosure Document, the relationship between Aw and its franchisees is that of independent contractors. The agreement explicitly states that it does not create a fiduciary relationship, nor does it establish either party as an agent, joint venturer, partner, or employee of the other for any purpose. This distinction is crucial as it clarifies that franchisees operate their Papa Ray's Pizza Restaurants independently.
Aw franchisees are required to identify themselves as the owners of their restaurants, operating under a franchise agreement with Aw. This includes displaying notices of independent ownership on forms, business cards, stationery, advertising, and other materials as required by Aw. This reinforces the independent nature of the franchise and ensures that customers and other parties understand that the restaurant is owned and operated by the franchisee, not Aw itself.
The FDD emphasizes that Aw is not the employer of the franchisee or their employees, nor a joint employer. Any training, guidance, advice, and assistance provided by Aw, along with the standards, specifications, policies, and procedures outlined in the agreement and operations manual, are intended to protect Aw's marks, confidential information, goodwill, and brand consistency, rather than to exert control over the franchisee's operations. The franchisee is solely responsible for the management of their Papa Ray's Pizza Restaurant as an independent owner/operator.
Furthermore, Aw has not authorized franchisees to use its marks in any way that could create liability for Aw regarding the franchisee's debts or obligations. This underscores the separation between the franchisor and franchisee, ensuring that Aw is not held responsible for the franchisee's financial or legal liabilities. This independent contractor relationship is a common structure in franchising, allowing franchisees to operate their businesses with a degree of autonomy while adhering to the franchisor's standards and guidelines.