Are there any exceptions to the limitation of damages clause in the Aw franchise agreement?
Aw Franchise · 2025 FDDAnswer from 2025 FDD Document
or supporting records; or any other failure to comply with this Agreement, you shall reimburse us for any such costs and expenses which we incur including but not limited to attorneys' and accounting fees and collection agency fees.
18.6. WAIVER OF JURY TRIAL. EACH PARTY IRREVOCABLY WAIVES TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM, WHETHER AT LAW OR IN EQUITY, BROUGHT BY EITHER PARTY.
- 18.7. Limitation of Damages. Except as explicitly provided in this Agreement, for any claim concerning performance or non-performance by either party pursuant to, or in any way related to the subject matter of this Agreement, any party's sole liability, if any, shall be limited by actual damages. For any claim that arises out of or in connection with this Agreement, whether such claim is in contract, tort or otherwise, except as otherwise explicitly provided herein, under no circumstances shall either party be liable for indirect, exemplary, incidental, consequential, aggravated or punitive damages, including, but not limited to, loss of anticipated income, profits or savings, or loss resulting from business interruption.
- 18.8 Limitation of Claims. Except for claims by us against you concerning the underreporting of Gross Revenue, for non-payment of any fee due under this Agreement, intellectual property infringement/violations, claims for violation of post-termination obligations, including, but not limited to, a breach of the covenant not to compete, and for claims against you by us relating to third party claims or suits brought against us as a result of your operation of the Papa Ray's Pizza Restaurant business, any and all claims arising out of or relating to this Agreement or the relationship between or among the parties hereto shall be barred unless an arbitration or legal proceeding is commenced within one (1) year from the date the claiming party knew or should have known of the facts giving rise to such claims.
18.9 Cumulative Remedies. The rights and remedies specifically granted to either you or us by this Agreement will not be deemed to prohibit either of us from exercising any other right or remedy provided under this Agreement or permitted by law or equity.
19. MISCELLANEOUS.
19.1 **Invalid Provisions;
Source: Item 22 — CONTRACTS (FDD pages 39–40)
What This Means (2025 FDD)
According to Aw's 2025 Franchise Disclosure Document, the franchise agreement includes a limitation of damages clause, but there are some exceptions. Generally, Aw's liability is limited to actual damages, and neither party is liable for indirect, exemplary, incidental, consequential, aggravated, or punitive damages, including lost income, profits, savings, or losses from business interruption.
However, there are exceptions to this limitation. The limitation of damages does not apply to claims by Aw against the franchisee for underreporting of gross revenue, non-payment of fees, intellectual property infringement, violations of post-termination obligations (such as breaches of non-compete agreements), or claims against the franchisee resulting from third-party claims related to the franchisee's operation of the Papa Ray's Pizza Restaurant business. Additionally, any claims arising out of the agreement must be brought within one year from when the claiming party knew or should have known of the facts giving rise to the claim, except for the claims listed above that Aw may bring against the franchisee.
Furthermore, for franchisees in Illinois, certain provisions are void or modified to comply with the Illinois Franchise Disclosure Act. Specifically, the limitation of claims provision does not apply to claims under the Illinois Franchise Disclosure Act. Also, no statement can waive compliance with any provision of the Illinois Franchise Disclosure Act or disclaim reliance on statements made by Aw. These modifications provide additional protections for franchisees operating in Illinois.