When assigning an Anago subfranchise agreement, what specific obligations of the assignor remain in effect?
Anago Franchise · 2025 FDDAnswer from 2025 FDD Document
ASSIGNOR agrees that ASSIGNOR shall continue to be bound by all of the terms, covenants, conditions and obligations of Subfranchisor under the Subfranchise Agreement, including, without limitation, all non-competition, confidentiality and indemnification obligations, and that nothing contained in this Assignment herein shall be deemed to relieve ASSIGNOR of any of ASSIGNOR's obligations in the Subfranchise Agreement. ASSIGNOR further agrees to execute FRANCHISOR's form of personal guaranty, simultaneously with the execution of this Assignment.
Source: Item 23 — RECEIPTS (FDD pages 62–298)
What This Means (2025 FDD)
According to Anago's 2025 Franchise Disclosure Document, when a subfranchise agreement is assigned, the assignor remains bound by several obligations. Specifically, the assignor agrees to guarantee the performance of the assignee's obligations under the Subfranchise Agreement. This means that if the new subfranchisee fails to meet their obligations, the original subfranchisee (assignor) is still responsible.
Additionally, the assignor continues to be bound by all the terms, covenants, conditions, and obligations of the Subfranchisor under the Subfranchise Agreement. This includes, but is not limited to, all non-competition, confidentiality, and indemnification obligations. Therefore, even after assigning the agreement, the original subfranchisee must not compete with Anago, must maintain the confidentiality of proprietary information, and must indemnify Anago against certain liabilities.
Furthermore, the assignor is required to execute Anago's form of personal guaranty simultaneously with the execution of the assignment. This reinforces the assignor's commitment to ensuring the assignee's performance and adherence to the Subfranchise Agreement. These stipulations ensure that Anago maintains a level of security and compliance even when a subfranchise agreement changes hands.