Can Aw require the assignee to execute an assignment and assumption agreement satisfactory to Aw?
Aw Franchise · 2025 FDDAnswer from 2025 FDD Document
utions, amounts for purchases and any other amounts owed to us or our affiliates which are then due and unpaid;
- (c) the assignee completes the initial training program required of new franchisees to our satisfaction;
- (d) if required, the lessor of the Premises has consented to your assignment or sublease of the Premises to the proposed assignee;
- (e) the assignee (and, if an entity, its direct or indirect owners) have, at our option, executed and agreed to be bound by either: (a) the form of franchise agreement, owner guarantees and such other ancillary agreements as are then customarily used by us in the grant of franchises for a Papa Ray's Pizza Restaurant, which may provide for royalty fees, marketing fund contributions and other fees and terms and conditions that differ from those contained in this Agreement; or (b) an assignment and assumption agreement satisfactory to us whereby the assignee assumes your obligations under this Agreement;
Source: Item 22 — CONTRACTS (FDD pages 39–40)
What This Means (2025 FDD)
According to Aw's 2025 Franchise Disclosure Document, Aw can require the assignee to execute an assignment and assumption agreement. Specifically, as a condition of approving the assignment of a franchise agreement, Aw can require that the assignee enter into an agreement that assumes the original franchisee's obligations. This agreement must be satisfactory to Aw.
This requirement ensures that the new franchisee (assignee) is legally bound to uphold all the responsibilities and duties outlined in the original franchise agreement. It protects Aw's interests by maintaining the enforceability of the franchise terms, even with a change in franchisee ownership. The assignee must meet Aw's standards and qualifications for franchisees.
In addition to the assignment and assumption agreement, the assignee may be required to execute the form of franchise agreement then customarily used by Aw, which may have different terms and conditions than the original agreement. The FDD also states that Aw's approval of an assignment does not waive any claims Aw may have against the assignor or any rights to demand compliance with the franchise agreement terms by the assignee.