factual

What is the purpose of the Collateral Assignment of Client Accounts agreement between Anago Franchising, Inc. and the Subfranchisor?

Anago Franchise · 2025 FDD

Answer from 2025 FDD Document

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    1. The persons executing this Assignment on behalf of ASSIGNEE acknowledge their authority to do so.
    1. The obligations of ASSIGNOR and ASSIGNEE under this Assignment are joint and several.

I HAVE READ THE ABOVE ASSIGNMENT AGREEMENT AND UNDERSTAND ITS TERMS. I WOULD NOT SIGN THIS AGREEMENT IF I DID NOT UNDERSTAND AND AGREE TO BE BOUND BY ITS TERMS.

IN WITNESS WHEREOF, the undersigned have affixed their signatures hereto as of the day and date first written above.

ASSIGNOR: FRANCHISOR:
BY: BY:
NAME: ADAM D. POVLITZ – CEO & PRESIDENT ANAGO FRANCHISING, INC.
ASSIGNEE:
BY:
PRINT NAME:
CORP.NAME:

EXHIBIT V - COLLATERAL ASSIGNMENT OF CLIENT ACCOUNTS

THISCOLLATERAL ASSIGNMENT OFCLIENT ACCOUNTS this ("Collateral Assignment") is made by and among Anago Franchising, Inc. ("AFI"), and Corp Name ("Subfranchisor").

WHEREAS, Subfranchisor and its Clients are parties to a certain Anago services contract for janitorial and, as applicable, other facilities-related services (the "Client Accounts");

WHEREAS, Subfranchisor and AFI are parties to a Subfranchise Rights Agreement dated, _______________________, (the "Subfranchise Agreement"), whereby Subfranchisor was granted the right to operate an "Anago Subfranchise Business" within a designated area; and

WHEREAS, as a condition to AFI entering into the Subfranchise Agreement, AFI has required that Subfranchisor, and Subfranchisor has agreed to, assign its right, title and interest in the Client Accounts to AFI, with the right to reassign to an authorized Anago subfranchisor, as security for Subfranchisor's obligations and AFI's rights under the Subfranchise Agreement.

NOW THEREFORE, in consideration of the foregoing and the mutual promises contained herein and in the Subfranchise Agreement, and in order to secure Subfranchisor's obligations and AFI's rights under the Subfranchise Agreement, the parties agree as follows:

    1. Subfranchisor hereby collaterally assigns, transfers and sets over unto AFI, with the right to reassign, all of its right, title and interest in and to the Client Accounts, subject to the terms and conditions of this Collateral Assignment.
    1. Subfranchisor shall retain all rights under the Client Accounts until declaration by AFI of a default by Subfranchisor under the Subfranchise Agreement.
    1. Upon the termination or expiration of the Subfranchise Agreement, or upon Subfranchisor's default under the Subfranchise Agreement, AFI may, at its option, assume the Client Accounts.

Source: Item 23 — RECEIPTS (FDD pages 62–298)

What This Means (2025 FDD)

According to Anago's 2025 Franchise Disclosure Document, the Collateral Assignment of Client Accounts is an agreement designed to protect Anago Franchising, Inc.'s (AFI) interests in the subfranchise agreement. The subfranchisor assigns their rights, title, and interest in their client accounts to AFI as security for the subfranchisor's obligations and AFI's rights under the subfranchise agreement. This assignment allows AFI to reassign the client accounts to another authorized Anago subfranchisor if necessary.

Until a default occurs, the subfranchisor retains all rights under the client accounts. However, upon termination or expiration of the subfranchise agreement, or if the subfranchisor defaults, AFI has the option to assume the client accounts. If AFI exercises this option, it steps into the shoes of the subfranchisor, assuming all obligations and enjoying all rights related to those client accounts. So long as AFI has not exercised its option to take an assignment of any or all Client Accounts, AFI is not liable for the performance of any services, duties or obligations thereunder, and Subfranchisor remains liable for all such services, duties and obligations.

Furthermore, if certain events occur, such as termination or default, AFI has the right to assign all client accounts to an approved Anago subfranchisor designated by AFI. This ensures continuity of service for the clients and protects Anago's brand reputation. The subfranchisor acknowledges that upon default, termination, or expiration of the agreement, Anago owns all rights to the clients and client accounts.

This agreement is a standard practice in franchising to protect the franchisor's investment and brand. It ensures that if a subfranchisor fails to meet their obligations, Anago can step in to maintain the client relationships and continue providing services through another franchisee. Prospective subfranchisors should carefully review this agreement to understand their obligations and the circumstances under which Anago can assume control of their client accounts.

Disclaimer: This information is extracted from the 2025 Franchise Disclosure Document and is provided for research purposes only. It does not constitute legal or financial advice. Consult with a franchise attorney before making any investment decisions.