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

According to Aw's 2025 Franchise Disclosure Document, franchisees are prohibited from making any written or oral representation that the Marks are in any way invalid, infringing, or open to attack, both during the term of the agreement and after its termination or expiration. The Marks refer to the trademarks, service marks, and other commercial symbols associated with the Aw brand. This restriction is in place to protect Aw's ownership and goodwill in its brand and to prevent franchisees from undermining the brand's value.

This provision ensures that franchisees do not take any actions that could harm Aw's brand reputation or create legal challenges to its trademarks. Franchisees also cannot assist others in contesting the validity or ownership of the Marks or take any action that could dilute Aw's rights to them. This obligation extends beyond the termination or expiration of the franchise agreement, meaning that even after a franchisee leaves the system, they cannot challenge the Marks.

For a prospective Aw franchisee, this means understanding that they cannot legally challenge Aw's trademarks or brand identity. This is a common clause in franchise agreements, as franchisors need to protect their intellectual property. Franchisees should be aware of this restriction and its implications before entering into the franchise agreement. It is important to recognize that all goodwill associated with the use of Aw's Marks inures solely to the benefit of Aw.