What is the significance of the phrase 'irrevocably appoints and authorizes' in the assignment agreement for an Aw franchise?
Aw Franchise · 2025 FDDAnswer from 2025 FDD Document
ee may further assign the Lease to a person, firm or corporation who has been granted a franchise by Assignee and who agrees to assume the lessee's obligations assignment Assignee | | Dated: | | | | | CORPORATE SIGNATURE: | | | | ATTEST: | | | | a | | corporation | | | By: | | | | By: | | | | | | | | | | | | |
EXHIBIT 4 TO THE FRANCHISE AGREEMENT
CONDITIONAL ASSIGNMENT OF TELEPHONE NUMBERS AND SOCIAL MEDIA ACCOUNTS
| Franchisee (Assignor):, whose business address is, in consideration of the granting of a franchise to Assignor contemporaneously herewith, and other valuable consideration paid by Rayyan Pizza Franchise, LLC, an Illinois limited liability company (Franchisor/Assignee), hereby assigns unto the Assignee (i) all telephone numbers and listings utilized by Assignor in the operation of Assignor's PAPA RAY'S PIZZA restaurant at Assignor's address above-referenced and (ii) all accounts with social media platforms or networks, including passwords and log-in information. WINGS" and the associated marks are solely the property of Franchisor/Assignee. Assignor's right to use any telephone numbers and directory listings and social media accounts associated with "PAPA RAY'S PIZZA & WINGS" trademarks and service marks was solely due to a limited license granted by Assignee/Franchisor in connection with the Assignee/Franchisor's trademark(s)/service mark(s) pursuant to a Franchise Agreement. Once said license has expired and/or terminated pursuant to the expiration or termination of the Franchise Agreement, Assignor has no right to the telephone number or directory listing or social media accounts associated with the Assignee/Franchisor's trademark, including, but not limited to PAPA RAY'S PIZZA & WINGS. | Assignor acknowledges that "PAPA RAY'S PIZZA & As such, |
|---|---|
| This Assignment shall constitute authorization to the appropriate telephone company to change | |
| and transfer to Franchisor/Assignee all of Assignor's rights in and to the use of said business | |
| telephone lines to the appropriate social media companies to change and transfer to | |
| Franchisor/Assignee all of Assignor's rights in and to the use of said social media account, and | |
| Assignor hereby irrevocably appoints and authorizes Franchisor/Assignee to act as Assignor's | |
| attorney-in-fact and hereby empowers Franchisor/Assignee to execute such instruments in the | |
| Assignee's name in order to give full effect to this Assignment and to effectuate any transfer. | |
| Upon the Assignment, the Assignee hereby assumes the performance of all of the terms, covenants | if Assignee had originally been issued such social media accounts. |
Source: Item 22 — CONTRACTS (FDD pages 39–40)
What This Means (2025 FDD)
According to Aw's 2025 Franchise Disclosure Document, the phrase 'irrevocably appoints and authorizes' within the assignment agreement means that the franchisee (Assignor) is granting Aw (Franchisor/Assignee) the power to act as their attorney-in-fact to execute documents necessary to fully transfer telephone numbers and social media accounts associated with the Papa Ray's Pizza & Wings business. This authorization is irrevocable, meaning the franchisee cannot cancel or undo this appointment. This clause ensures that Aw can legally and effectively take control of these assets, which are crucial for maintaining the brand's presence and customer communication.
This is particularly important because the franchisee's right to use these telephone numbers and social media accounts is tied to the franchise agreement. Upon expiration or termination of the agreement, the franchisee loses the right to use these assets, which belong to Aw. The assignment agreement ensures a smooth transition of these assets back to Aw, preventing any disruption in service or brand representation. The franchisee acknowledges that these assets are the sole property of Aw and that their use was only permitted under the franchise license.
The assignment agreement also stipulates that Aw, as the Assignee, assumes all responsibilities and obligations related to the telephone services and social media accounts. This includes adhering to the terms and conditions set by the telephone and social media companies. This transfer of responsibility ensures that Aw can manage these assets effectively and maintain compliance with relevant regulations and platform policies. The franchisee is essentially giving Aw the legal authority to manage these digital assets as if Aw had originally established them.
In practical terms, this clause protects Aw's brand identity and customer relationships by ensuring that critical communication channels remain under its control when a franchise changes hands or ceases operation. For a prospective Aw franchisee, this highlights the importance of understanding the terms of the franchise agreement and the assignment of digital assets upon termination or transfer. It also underscores the need to maintain these assets responsibly during the franchise term, as they will ultimately revert to Aw's ownership.