What is the scope of an Anago franchisee's right to use the Proprietary Marks?
Anago Franchise · 2025 FDDAnswer from 2025 FDD Document
the Proprietary Marks when expanding into those territories.
Your Rights and Obligations With Respect to the Proprietary Property Including the Proprietary Marks
Your rights to use the Proprietary Marks are derived solely from your Subfranchise Rights Agreement and are limited to the operation of your Anago Subfranchise Rights Business under your Subfranchise Rights Agreement and all applicable standards, specifications, and operating procedures we require during the Term. Any unauthorized use of the Proprietary Property including the Proprietary Marks is a breach of your Subfranchise Rights Agreement and an infringement of our and ACS'srights in and to the Proprietary Marks. "Proprietary Property" refers to the Proprietary Marks, Confidential Information (as defined in Item 14) and copyrighted information or us and our affiliates that you are entitled to use under the Subfranchise Rights Agreement.
Your use of the Proprietary Property and any goodwill established by your use inures to our exclusive benefit. The Subfranchise Rights Agreement does not confer any goodwill or other interest in the Proprietary Property to you, other than the right to operate an Anago Subfranchise Rights Business in compliance with the Subfranchise Rights Agreement in the Area. All provisions of the
Subfranchise Rights Agreement applicable to the Proprietary Property will apply to any other trademarks, service marks, commercial symbols, designs, artwork, and logos that we adopt, use, authorize and sublicense to you to use during the Term.
You must use the Proprietary Marks as the sole trade identification of your Anago Franchise, and must identify your Anago Subfranchise Rights Business in the form we require as the independent owner and operator of the Anago Franchise. You must use all Proprietary Marks and other commercial symbols that we sublicense in full compliance with rules we require. You are prohibited from using any Proprietary Marks (including any future commercial marks we license) in the sale of any unauthorized product or service or in any manner we have not explicitly authorized. You cannot use the Proprietary Marks as, or part of, your corporate or partnership name. You must follow our instructions in applying for any fictitious, trade or assumed name for the Anago trade name. You may not use the Proprietary Property as security for any obligation or indebtedness.
Subfranchisor shall not register or use any domain name or URL that contains, uses or displays the words "Anago Cleaning Systems" or any portion thereof, or the initials "ACS," "AFI," or any Proprietary Marks, or other related or confusingly similar words or symbols, unless Subfranchisor first receives Franchisor's written consent. Subfranchisor may not use any Proprietary Mark or any derivation of the Proprietary Marks on the Internet, in any electronic advertising or social media, without the Franchisor's prior written consent.
Upon any claim of infringement, unfair competition or other challenge to your right to use any Proprietary Property, or if you become aware of any use of or claims to any Proprietary Property by persons other than us, ACS, our Subfranchisors or any Unit Franchisees, you must notify us promptly (within 7 days) in writing. You may not communicate with anyone except us and our counsel in any infringement, challenge or claim except under judicial process. We have sole discretion as to whether we take any action in any infringement, challenge or claim, and the sole right to control any litigation or other proceeding involving any infringement, challenge or claim of any Proprietary Property. You must sign all instruments and documents, render all assistance, and do all acts that our attorneys deem necessary or advisable in order to protect and maintain our interest in any litigation or proceeding involving the Proprietary Property or otherwise to protect and maintain our interests in the Proprietary Property.
Our Indemnification of You
We will indemnify you against and will reimburse you for all damages that you are held liable in any proceeding involving your use of any Proprietary Property in accordance with the Subfranchise Rights Agreement, provided that you: (a) have timely notified us of the claim; (b) have complied with the Subfranchise Rights Agreement; and (c) allow us sole control of the defense and settlement of any claim.
Modification
If we deem it advisable, in our sole discretion, to modify or discontinue the use of any Proprietary Mark and/or use one or more additional or substitute names or marks, including due to the rejection of any pending registration or revocation or cancellation of any existing registration of any of our Proprietary Marks or the rights of senior users, you are obligated to do so at your sole expense within 30 days of our request and will cause your Unit Franchisees to do so as well.
ITEM 14 - PATENTS, COPYRIGHTS AND PROPRIETARY INFORMATION
Patents
We do not own any rights in any patents material to the franchise offered under this Disclosure Document.
Source: Item 13 — TRADEMARKS (FDD pages 38–41)
What This Means (2025 FDD)
According to Anago's 2025 Franchise Disclosure Document, a franchisee's right to use Anago's Proprietary Marks is derived solely from the Subfranchise Rights Agreement and is limited to operating the Anago Subfranchise Rights Business. This use must adhere to all standards, specifications, and operating procedures required by Anago during the term of the agreement. Unauthorized use of the Proprietary Marks constitutes a breach of the Subfranchise Rights Agreement and infringes upon the rights of Anago and ACS. The term "Proprietary Property" encompasses the Proprietary Marks, Confidential Information, and copyrighted material that the franchisee is entitled to use under the Subfranchise Rights Agreement. Any goodwill established through the franchisee's use of the Proprietary Property benefits Anago exclusively, and the agreement does not grant the franchisee any interest in the Proprietary Property beyond the right to operate an Anago Subfranchise Rights Business within their designated area.
The franchisee must use the Proprietary Marks as the sole trade identification for their Anago franchise and identify their business as an independently owned and operated Anago franchise in the required form. Compliance with all rules regarding the use of Proprietary Marks and other commercial symbols is mandatory. Franchisees are prohibited from using any Proprietary Marks in the sale of unauthorized products or services or in any manner not explicitly authorized by Anago. They cannot incorporate the Proprietary Marks into their corporate or partnership name and must follow Anago's instructions when applying for any fictitious, trade, or assumed name. Furthermore, the Proprietary Property cannot be used as security for any obligation or indebtedness.
An Anago franchisee is not allowed to register or use any domain name or URL that includes "Anago Cleaning Systems" or any part of it, the initials "ACS" or "AFI," any Proprietary Marks, or any confusingly similar words or symbols without Anago's prior written consent. Similarly, the franchisee cannot use any Proprietary Mark or any derivation of these marks on the Internet, in electronic advertising, or on social media without first obtaining written consent from Anago.
In the event of any claim of infringement or challenge to the franchisee's right to use the Proprietary Property, or if the franchisee becomes aware of any unauthorized use, they must notify Anago promptly in writing (within 7 days). The franchisee is restricted from communicating with anyone except Anago and its counsel regarding such matters, unless required by judicial process. Anago retains sole discretion over any action taken in response to an infringement, challenge, or claim, including the right to control any related litigation. The franchisee is obligated to assist Anago's attorneys by signing documents and performing necessary acts to protect Anago's interests in the Proprietary Property.
Anago will indemnify the franchisee against damages they are held liable for in any proceeding involving the use of Proprietary Property, provided the franchisee has notified Anago of the claim in a timely manner, complied with the Subfranchise Rights Agreement, and allowed Anago sole control over the defense and settlement of the claim. However, Anago reserves the right to modify or discontinue the use of any Proprietary Mark, or to introduce additional or substitute names or marks, if deemed advisable. The franchisee is obligated to comply with such changes at their own expense within 30 days of Anago's request and must ensure their Unit Franchisees do the same.