What rights does Aw have in defending a claim against a franchisee related to the use of a Mark?
Aw Franchise · 2025 FDDAnswer from 2025 FDD Document
We have sole discretion to take such action as we deem appropriate and the sole right to exclusively control any litigation, U.S. Patent and Trademark Office proceeding, ICANN Uniform Domain Name Dispute Resolution Policy proceeding or other administrative proceeding, arising out of any infringement, challenge or claim or otherwise relating to any Mark. We have the right, but not the obligation, to take action against uses by others that may constitute infringement of the Marks. You agree to sign any and all instruments and documents, provide such assistance and take any action that our attorneys say are necessary or advisable to protect and maintain our interests in any such litigation, U.S. Patent and Trademark Office proceeding, ICANN Uniform Domain Name Dispute Resolution Policy proceeding or other administrative proceeding related to the Marks or to otherwise protect and maintain our interests in the Marks. WE MAKE NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE USE, EXCLUSIVE OWNERSHIP, VALIDITY OR ENFORCEABILITY OF THE MARKS.
Source: Item 22 — CONTRACTS (FDD pages 39–40)
What This Means (2025 FDD)
According to Aw's 2025 Franchise Disclosure Document, Aw retains significant rights and discretion in defending claims related to the use of its marks. Aw has the sole discretion to take action it deems appropriate and the sole right to exclusively control any litigation arising out of any infringement, challenge, or claim relating to any Mark. This means Aw, not the franchisee, decides how to handle legal matters concerning the brand's trademarks.
Aw also has the right, but not the obligation, to take action against uses by others that may constitute infringement of the Marks. This indicates that while Aw can pursue legal action against infringers, it is not legally bound to do so. The franchisee is obligated to assist Aw in these legal matters by signing documents and taking actions deemed necessary by Aw's attorneys to protect the marks.
This arrangement is typical in franchising, as the franchisor needs to maintain brand consistency and protect its intellectual property. However, it also means that franchisees have limited control over how trademark disputes are handled, even if those disputes directly affect their business. Franchisees must rely on Aw to act in the best interest of the brand as a whole. Aw makes no representation or warranty, express or implied, as to the use, exclusive ownership, validity or enforceability of the Marks.