Can Aw unilaterally modify the franchise agreement?
Aw Franchise · 2025 FDDAnswer from 2025 FDD Document
resulting from any of the causes set forth above will extend performance accordingly or excuse performance, in whole or in part, as may be reasonable.
- 19.5 Binding Effect. This Agreement is binding on and will inure to the benefit of our successors and assigns and will be binding on and inure to the benefit of your successors and assigns, and if you are an individual, on and to your heirs, executors and administrators.
- 19.6 Entire Agreement; Modification. This Agreement, together with the introduction and exhibits and attachments to it and the Operations Manual and all other written standards, specifications or policies issued by us, constitute the entire agreement between us, and there are no other oral or written understandings or agreements between us concerning the subject matter of this Agreement. However, this Paragraph does not disclaim the representations we have made in our Franchise Disclosure Document that was furnished to you. Except for modifications permitted to be made unilaterally by us, this Agreement may be modified only by written agreement signed by both you and us.
Source: Item 22 — CONTRACTS (FDD pages 39–40)
What This Means (2025 FDD)
According to Aw's 2025 Franchise Disclosure Document, the franchise agreement, along with its exhibits, attachments, the Operations Manual, and Aw's written standards and policies, constitutes the entire agreement between Aw and the franchisee. While there are no other oral or written understandings, Aw can make unilateral modifications to the agreement. However, any modifications beyond those Aw is permitted to make unilaterally require a written agreement signed by both Aw and the franchisee.
This means that, as a prospective Aw franchisee, you should pay close attention to the specific conditions under which Aw is allowed to make changes without your explicit consent. Understanding these conditions is crucial, as they could impact your rights and obligations under the franchise agreement during its term.
It is also important to note that Aw can unilaterally waive or reduce any obligation of or restriction upon the franchisee under the agreement by written instrument, effective upon delivery of written notice. However, any waiver granted by Aw is subject to continuing review and may be revoked at any time for any reason with ten days prior written notice. This clause provides Aw with considerable flexibility in managing the franchise relationship.