Does the Anago franchisee's obligation to assist with ownership rights of system improvements ('Innovations') continue after the franchise agreement expires or terminates?
Anago Franchise · 2025 FDDAnswer from 2025 FDD Document
(including appearances as a witness) as Franchisor may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining, and enforcing such ownership rights in and to the Innovations, and the assignment thereof. Subfranchisor's obligation to assist Franchisor with respect to such ownership rights shall continue beyond the expiration or termination of this Agreement. In the event Franchisor is unable for any reason, after reasonable effort, to secure Subfranchisor's signature on any document needed in connection with the actions specified in this Section 6.2, Subfranchisor hereby irrevocably designates and appoints Franchisor and its duly authorized officers and agents as Subfranchisor's agent and attorney in fact, which appointment is coupled with an interest and is irrevocable, to act for and on Subfranchisor's behalf to execute, verify, and file any such documents and to do all other lawfully permitted acts to further the purposes of this Section 6.2 with the same legal force and effect as if executed by Subfranchisor. The obligations of this Section 6.2 shall survive any expiration or termination of this Agreement.
Source: Item 23 — RECEIPTS (FDD pages 62–298)
What This Means (2025 FDD)
According to Anago's 2025 Franchise Disclosure Document, the subfranchisor's obligation to assist Anago with respect to ownership rights of system improvements, referred to as "Innovations," extends beyond the expiration or termination of the franchise agreement. This means that even after the agreement ends, the subfranchisor must still help Anago secure and enforce its ownership rights to any Innovations.
Specifically, the subfranchisor must execute and deliver documents and perform other actions, such as appearing as a witness, if Anago requests it to help obtain, perfect, and enforce ownership rights to the Innovations. If the subfranchisor fails to sign necessary documents, they irrevocably designate Anago as their agent and attorney to act on their behalf to execute and file such documents. This designation is considered coupled with an interest and is irrevocable, ensuring Anago can take necessary actions even without the subfranchisor's direct cooperation.
This obligation ensures that Anago retains full control and ownership of any improvements or modifications to its system, even those developed by subfranchisees or their unit franchisees. This provision protects Anago's intellectual property and ensures consistency across the franchise system. For a prospective subfranchisee, this means they must be prepared to assist Anago in protecting its intellectual property even after their franchise agreement concludes.