After the termination or expiration of the franchise agreement, can an Aw franchisee make any oral representation that any of the Marks is in any way invalid?

According to Aw's 2025 Franchise Disclosure Document, a franchisee is prohibited from making any oral or written representation that any of Aw's marks are in any way invalid, infringes on the rights of any person, or is open to any other form of attack, both during the term of the Franchise Agreement and after its termination or expiration. Franchisees also cannot contest the validity or ownership of any of the marks or assist any other person in doing so. Additionally, franchisees are prohibited from taking any action that derogates, tarnishes, or dilutes Aw's claimed rights in and to the marks.

This obligation extends beyond the duration of the franchise agreement, meaning that even after a franchisee's relationship with Aw ends, they are still legally bound to protect the integrity and validity of Aw's trademarks. This restriction is typical in franchising, as the brand's trademarks and brand recognition are vital assets.

The franchisee's acknowledgement of Aw's ownership and goodwill associated with the marks is a crucial aspect of the franchise agreement. Any unauthorized use of the marks by the franchisee constitutes an infringement of Aw's rights. All usage of the marks by the franchisee and any goodwill established by their use inures to the exclusive benefit of Aw. This clause ensures that Aw maintains control over its brand identity and reputation, even when franchisees are operating under its name. This protection is standard practice in franchise agreements to safeguard the franchisor's intellectual property and brand value.