In what form can the Subfranchisor utilize the Anago Related Materials?
Anago Franchise · 2025 FDDAnswer from 2025 FDD Document
____________________________________________ _______________________________________________________________________________
NBDS LICENSE AGREEMENT
THIS NBDS LICENSE AGREEMENT ("Agreement") is signed on ______________, between Anago Franchising, Inc., a Florida corporation (the "Franchisor"), and Corp Name, (the "Subfranchisor").
- (a) General. This Agreement is being entered into pursuant to Subsection 2.3(b) of that certain Anago Subfranchise Rights Agreement between the Franchisor and the Subfranchisor, dated of even date herewith (the "Subfranchise Agreement"). All capitalized terms used in this Agreement have the same definitions as set forth in the Subfranchise Rights Agreement, unless otherwise expressly defined in this Agreement.
- (b) Grant of License. During the Term, and subject to the terms of this Agreement, the Franchisor hereby agrees to: (a) grant Subfranchisior access to a Software program currently known as IGAS, an internet-based Software currently known as AnagoCloud, and an internet-based application currently known as Anago CleanSource; (b) furnish Subfranchisior with certain Related Materials (as later defined in this Agreement) in support of the Software; (c) grant the Subfranchisior a nontransferable and nonexclusive license to use the Software and Related Materials which are described pursuant to any Schedule to this Agreement signed by both parties ("Schedule"); and (d) provide Software maintenance, all as described in this Agreement.The term "Software" means the object code version of any proprietary or third-party software to which Franchisor provides Subfranchisor access for use in connection with its Subfranchise Business, including any updates or new versions thereof. Software does not include source code. The term "Related Materials" means any printed material not consisting of Software programs, such as Software user instructions, and which is designated by the Franchisor as available under license to the Subfranchisor for the licensed Software to which such Related Materials relate.
- (c) Term of License. The license granted in this Agreement for any Software and Related Materials will be in effect for the Term (so long as the Subfranchise Rights Agreement is in full force and effect), unless sooner terminated in accordance with this Agreement.
- (d) Terms of Use. The Software (including any changes Franchisor makes to the Software at the request of Subfranchisor) may be used by the Subfranchisor on any number of workstations, computers, or mobile devices approved by the Franchisor. Security of the Software, collected data, and Related Materials from outside intrusion through any aforementioned workstations, computers, or mobile devices will be the sole responsibility of the Subfranchisor, regardless of any assistance provided by Franchisor to protect the Software, collected data and Related Materials. Backup of the data is the Franchisor's responsibility.
Source: Item 23 — RECEIPTS (FDD pages 62–298)
What This Means (2025 FDD)
According to Anago's 2025 Franchise Disclosure Document, the Subfranchisor is granted a non-transferable and non-exclusive license to use the 'Related Materials' during the term of the agreement, provided the Subfranchise Rights Agreement remains in full effect. These 'Related Materials' are defined as printed materials, excluding software programs, such as software user instructions, that Anago designates as available under license for the licensed software.
Anago does not provide any warranties that the Related Materials will be free of defects, meet the Subfranchisor's requirements, be compatible with unapproved hardware or third-party software, or be available for uninterrupted use. Anago explicitly disclaims any express or implied warranties of any kind, including those of merchantability and fitness for a particular purpose.
Upon termination or expiration of the agreement, the Subfranchisor must immediately return all Related Materials to Anago, including all copies in any form, such as translations, compilations, or partial copies. The Subfranchisor also has confidentiality obligations, preventing them from providing or making available any portion of the Related Materials in any form to anyone other than employees who need to know the information and are bound by similar confidentiality obligations. The Subfranchisor is also prohibited from reverse assembling or reverse compiling the software, either in whole or in part.