Under the Aw franchise agreement, what rights are prejudiced by a waiver granted by Aw, and what is the scope of this prejudice?
Aw Franchise · 2025 FDDAnswer from 2025 FDD Document
Either you or the Company may, by written instrument, unilaterally waive or reduce any obligation of or restriction upon the other under this Agreement, effective upon delivery of written notice thereof to the other or such other effective date stated in the notice of waiver. Any waiver granted by us will be without prejudice to any other rights we may have, will be subject to our continuing review, and may be revoked, in our sole discretion, at any time and for any reason, effective upon delivery to you of ten (10) days prior written notice.
Neither you nor the Company will be deemed to have waived or impaired any right, power or option reserved by this Agreement (including, without limitation, the right to demand exact compliance with every term, condition and covenant herein, or to declare any breach thereof to be a default and to terminate the Franchise prior to the expiration of its terms), by virtue of: (1) any custom or practice of the parties at variance with the terms hereof; (2) any failure, refusal or neglect of either of us to exercise any right under this Agreement or to insist upon exact compliance by the other with its obligations hereunder, including, without limitation, any mandatory specification, standard or operating procedure; (3) any waiver, forbearance, delay, failure or omission by us to exercise any
Source: Item 22 — CONTRACTS (FDD pages 39–40)
What This Means (2025 FDD)
According to Aw's 2025 Franchise Disclosure Document, any waiver granted by Aw does not prejudice any other rights Aw may have. The waiver is subject to Aw's continuing review and can be revoked at any time, for any reason, at Aw's sole discretion. Aw must provide ten days prior written notice to the franchisee for the revocation to take effect.
Furthermore, neither the franchisee nor Aw will be considered to have waived or impaired any right, power, or option reserved by the franchise agreement. This includes the right to demand exact compliance with every term, condition, and covenant, or to declare any breach a default and terminate the franchise before its expiration. This protection applies regardless of any custom or practice that varies from the agreement's terms, any failure to exercise a right, any waiver concerning other Papa Ray's Pizza Restaurants, or the acceptance of payments after a breach.
In essence, Aw retains all its rights under the franchise agreement, even if it chooses to waive certain obligations or restrictions temporarily. This ensures that Aw can enforce the agreement's terms fully in the future, despite any previous waivers. This is a fairly common provision in franchise agreements, designed to protect the franchisor's interests and maintain control over the franchise system.