Is the license granted to use the Anago software and related materials transferable?
Anago Franchise · 2025 FDDAnswer from 2025 FDD Document
- (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.
Source: Item 23 — RECEIPTS (FDD pages 62–298)
What This Means (2025 FDD)
According to Anago's 2025 Franchise Disclosure Document, the license granted to the Subfranchisor to use the software and related materials is nontransferable. Specifically, Anago grants the Subfranchisor access to software programs like IGAS, AnagoCloud, and Anago CleanSource, along with related materials. However, the license to use these resources is explicitly defined as nontransferable and nonexclusive. This means the Subfranchisor cannot transfer the license to another party.
This condition has significant implications for a prospective Anago subfranchisee. Since the software license is nontransferable, the subfranchisee cannot sell or assign the rights to use the software to anyone else. This restriction remains in effect for the term of the agreement, provided the Subfranchise Rights Agreement remains valid, unless terminated earlier according to the agreement's terms. Upon expiration or termination of the agreement, the subfranchisee must return all software and related materials to Anago, including all copies and translations.
Furthermore, the subfranchisee is responsible for obtaining and maintaining the necessary computer hardware, workstations, and mobile devices required to operate the software, as specified in the Anago Manuals or the Subfranchise Agreement. The subfranchisee is also responsible for the security of the software, collected data, and related materials from external intrusions. The subfranchisee must also ensure the confidentiality of the software and related materials, restricting access to only those employees with a need to know and who are bound by confidentiality obligations. These stipulations are typical in franchise agreements to protect the franchisor's intellectual property and maintain system standards.