What is the definition of 'Proprietary Property' in the context of the Anago Subfranchise Rights Agreement?

According to Anago's 2025 Franchise Disclosure Document, "Proprietary Property" is defined within the context of the Subfranchise Rights Agreement. It encompasses the Proprietary Marks, Confidential Information (as defined in Item 14), and copyrighted information of Anago and its affiliates that the franchisee is entitled to use under the Subfranchise Rights Agreement. This definition is crucial because it outlines the specific assets and information that a franchisee is granted the right to use, and any unauthorized use of these properties constitutes a breach of the agreement.

Anago's FDD emphasizes that the franchisee's rights to use the Proprietary Marks are solely derived from the Subfranchise Rights Agreement. These rights are limited to the operation of the Anago Subfranchise Rights Business and must adhere to all applicable standards, specifications, and operating procedures required by Anago during the term of the agreement. Furthermore, any goodwill established through the franchisee's use of the Proprietary Property inures exclusively to the benefit of Anago.

This means that while franchisees can leverage Anago's trademarks, confidential information, and copyrighted materials to build their business, they do not gain ownership or any other interest in these properties beyond the right to operate their franchise in compliance with the agreement. This is a common arrangement in franchising, where the franchisor retains ownership of the brand and associated intellectual property, while the franchisee is granted a limited license to use it. Prospective franchisees should carefully review Item 14 to understand the scope of "Confidential Information" included in the definition of Proprietary Property.