Under the Aw Franchise Agreement, what is the franchisee prohibited from doing that may impair the goodwill associated with the Marks?
Aw Franchise · 2025 FDDAnswer from 2025 FDD Document
raph 5.1;
- (b) abandon, surrender, transfer control of, lose the right to occupy the Premises, or fail to actively operate your Papa Ray's Pizza Restaurant for two (2) or more consecutive days without our prior written consent;
- (c) have made any material misrepresentation or omission in your application for the franchise rights conferred by this Agreement;
- (d) are convicted of or plead no contest to a felony or engage in any dishonest or unethical conduct which may adversely affect the reputation of the Company, your Papa Ray's Pizza Restaurant, the System or the goodwill associated with the Marks;
- (e) make an unauthorized assignment or transfer of this Agreement or your Papa Ray's Pizza Restaurant in violation of Section 14 herein;
- (f) make any unauthorized use or disclosure of any Confidential Information, make any unauthorized use of the Marks or any other identifying characteristics of the System or otherwise impair the goodwill associated with these characteristics, or use, duplicate, or disclose any portion of the Operations Manual or other proprietary written materials;
- (g) you (or any of your Owners) fail to comply with the covenants contained in Paragraph 9.2 and 9.3 of this Agreement,
- (h) cause a threat or danger to public health or safety resulting from the construction, maintenance or operation of your Papa Ray's Pizza Restaurant and upon receipt of written or oral notice from us or governmental authority of the existence of such threat or danger, you fail to immediately cease any activity or conduct causing the threat or danger and fail to complete the cure of such breach within twenty-four (24) hours;
Source: Item 22 — CONTRACTS (FDD pages 39–40)
What This Means (2025 FDD)
According to Aw's 2025 Franchise Disclosure Document, franchisees are prohibited from certain actions that could harm the goodwill associated with Aw's trademarks. Specifically, franchisees cannot engage in dishonest or unethical conduct that may adversely affect the reputation of the company, their Aw restaurant, the Aw system, or the goodwill associated with the Marks. Additionally, franchisees are prohibited from making unauthorized use of the Marks or any other identifying characteristics of the system, or otherwise impairing the goodwill associated with these characteristics. They also cannot use, duplicate, or disclose any portion of the Operations Manual or other proprietary written materials.
These restrictions are typical in franchising, as franchisors like Aw need to protect their brand and reputation. Unauthorized use of trademarks or disclosure of confidential information could damage the brand's image and lead to customer confusion. The Operations Manual contains proprietary information that is crucial to the consistency and quality of the Aw system.
Furthermore, franchisees must not take any action that derogates, tarnishes, or dilutes Aw's claimed rights in and to the Marks. This includes refraining from any advertising, marketing, or promotion that may be harmful to the Aw restaurant, the business, the goodwill associated with the Marks, and other Aw franchisees. All advertising used must be completely factual, in good taste, and conform to the highest standards of ethical advertising.
These provisions ensure that Aw franchisees operate in a manner that upholds the brand's standards and protects its reputation. By adhering to these restrictions, franchisees contribute to the overall success and goodwill of the Aw system. Franchisees should be aware of these limitations and ensure they comply with all requirements outlined in the Franchise Agreement and Operations Manual.