What is the purpose of the NBDS License Agreement included in the Anago FDD?
Anago Franchise · 2025 FDDAnswer from 2025 FDD Document
___________________________ _______________________________________________________________________________
Between
ANAGO FRANCHISING, INC., a Florida corporation (Franchisor)
CORP NAME. a State [corporation or limited liability company] (Subfranchisor)
_______________________________________________________________________________ _______________________________________________________________________________
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. Should the backup data be lost or corrupted through no fault of the Franchisor, the Franchisor shall not be responsible for any cost of recovery of the data by the Subfranchisor nor shall the Franchisor be liable for any lost income or damages of the Subfranchisor as of the result of data loss. Title and full ownership rights to the Software at all times remains with the Franchisor, including with respect to any enhancements or modifications Franchisor makes to the Software at Subfranchisor's request. The Subfranchisor may not enhance or modify the Software in any manner. The rights granted under this Agreement authorize the Subfranchisor to utilize the Related Materials in printed form, in support of its use of the Software in machine-readable form.
(e) Fees and Charges. The Subfranchisor will pay a current fee of $200 per month (the "Software Support Fee"), together with any additional sums (Internet, or other access fees) due for additional technical support not relating to the operation of the Software. The Software Support Fee includes technical support directly relating to the Software, updates and fixes approved by the Franchisor, and installation of approved updates, general computer bulletins. All network and hardware support are billable at our programmer's current rate per hour if the Subfranchisor uses their services. The software Support fee is subject to change with a 30-day notice.
(f) Taxes. The Subfranchisor will declare and pay when due all assessments, charges and taxes, including sales, use, excise and property taxes, and penalties and interest with respect to this Agreement, imposed in connection with this Agreement, if any; excluding, however, any taxes based on or measured solely by the Franchisor's net income.
(g) Technical Services, Updates and Enhancements. During the Term, the Franchisor may, from time to time, as it deems necessary make enhancements, improvements, or other changes to the name, user interface, functionality, compatibility, capabilities, performance, efficiency, or quality of the Software and Related Material (collectively, "Updates and Enhancements"). All Updates and Enhancements provided by Franchisor to Subfranchisor will be deemed Software or Related Material, as applicable. Subfranchisor will install all Updates and Enhancements as soon as practicable after receipt.
Source: Item 22 — CONTRACTS (FDD page 62)
What This Means (2025 FDD)
According to Anago's 2025 Franchise Disclosure Document, the NBDS License Agreement grants the subfranchisor access to specific software programs. This includes IGAS, AnagoCloud, and Anago CleanSource, along with related materials to support the software. The agreement provides a non-transferable and non-exclusive license for the subfranchisor to use the software and related materials in connection with their Subfranchise Business. Anago also provides software maintenance as part of this agreement. The NBDS system's main functions are to keep permanent records of sales transactions and to manage information about those transactions at the Anago Subfranchise. The types of information it collects and manages are telemarketing and sales levels, client information, individual sales data, and various financial information. This information is considered confidential. Anago will have electronic and manual access to the information that the NBDS System generates, and there are no contractual limitations on their right to access this information.
The NBDS License Agreement specifies that the license is effective for the term of the Subfranchise Rights Agreement, provided it remains in full force. The subfranchisor is responsible for obtaining the necessary computer hardware, workstations, and mobile devices to operate the software, as specified in the Anago Manuals or the Subfranchise Agreement. The subfranchisor is also responsible for the configuration, setup, and network wiring. The subfranchisor must make reasonable upgrades and updates to their computer system at Anago's request and at their expense, with the cost of upgrades and updates ranging from $500.00 to $5,000.00.
Upon the expiration or termination of the Subfranchise Rights Agreement, the license granted under the NBDS License Agreement terminates, and the subfranchisor must immediately return all software and related materials to Anago, including all copies in any form. The subfranchisor is prohibited from providing or making available any portion of the software or related materials to any person other than their employees who need to know the information and are bound by confidentiality obligations. The subfranchisor is also prohibited from reverse assembling or reverse compiling the software. Anago does not warrant that the software will be free of defects, meet all of the subfranchisor's requirements, be compatible with unapproved hardware or third-party software, or be available for uninterrupted use. Except as provided in the agreement, Anago makes no express or implied warranties, including those of merchantability and fitness for a particular purpose.