What is the scope of the rights granted to the Subfranchisor under the Anago NBDS License Agreement?
Anago Franchise · 2025 FDDAnswer from 2025 FDD Document
________________________________________________________ _______________________________________________________________________________
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. Franchisor may from time to time require Subfranchisior to pay a reasonable fee for certain Updates and Enhancements, and Subfranchisior shall be responsible for the costs of postage, insurance and handling.
(h) Consent to Use of Data. Subfranchisor agrees that Franchisor and its affiliates may collect and use technical and other information, including but not limited to technical information about Subfranchisor's computer, system and application software and peripherals, that is gathered periodically to facilitate the provision of Software updates, product support and other services to Subfranchisor (if any) related to the Software and to retrieve and collect information and data which Subfranchisor is required to provide to Franchisor under the Subfranchise Agreement. Franchisor is not restricted in its use of this information.
(i) Warranties. The Franchisor does not warrant that the Software or the Related Materials (i) will be free of defects or that any defect in the Software or the Related Materials will be corrected; (ii) will meet any or all of Subfranchisor's requirements; (iii) will be compatible with hardware or third-party software not approved by Franchisor; or (iv) will be available for uninterrupted use by Subfranchisor. EXCEPT AS PROVIDED IN THIS SECTION, THE FRANCHISOR MAKES NO EXPRESS OR IMPLIED WARRANTIES OF ANY KIND, INCLUDING THOSE OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE SOFTWARE AND SERVICES FURNISHED UNDER THIS AGREEMENT, AND EXPRESSLY DISCLAIMS THE SAME.
(j) Termination. The license granted under this Agreement for any Software terminates at the expiration or termination of this Agreement, or as otherwise provided in this Agreement. Upon expiration or termination of this Agreement, the Subfranchisor will immediately deliver to the Franchisor all Software and Related Materials. This requirement will apply to all copies in any form including translations, compilations or partial copies.
(k) Hardware Requirements. It is the obligation of the Subfranchisor to obtain the computer hardware, workstations, and mobile devices required for the operation of the Software as periodically specified in the Anago Manuals (as defined in the Subfranchise Agreement), the Subfranchise Agreement or otherwise in writing. Configuration, setup, and all network wiring are the responsibilities of the Subfranchisor.
Source: Item 23 — RECEIPTS (FDD pages 62–298)
What This Means (2025 FDD)
According to Anago's 2025 Franchise Disclosure Document, the Subfranchisor is granted a nontransferable and nonexclusive license to use specific software and related materials. This includes access to software programs like IGAS, AnagoCloud, and Anago CleanSource, along with related support materials. The license is effective for the term of the Subfranchise Rights Agreement, provided it remains in full force.
The Subfranchisor's rights are subject to several limitations. They do not gain any ownership interest in Anago's Proprietary Marks, and all goodwill arising from their use benefits Anago. The Subfranchisor is responsible for obtaining and maintaining the necessary computer hardware and ensuring the confidentiality of the software and related materials. They are also prohibited from reverse assembling or reverse compiling the software.
Anago does not provide warranties that the software or related materials will be defect-free, meet all of the Subfranchisor's requirements, be compatible with unapproved hardware or software, or be available without interruption. The license terminates upon expiration or termination of the agreement, at which point the Subfranchisor must return all software and related materials to Anago. The Subfranchisor must also adhere to Anago's standards for operating and managing unit franchises, as outlined in the Anago Manuals, which are deemed confidential.
Furthermore, Anago retains control over National Accounts, with the Subfranchisor required to refer all National Accounts to Anago and obtain written consent before entering into contracts with them. Anago may also contract directly with National Accounts, potentially offering the Subfranchisor the option to service locations within their area on a non-exclusive basis. With the exception of National Accounts, the Subfranchisor enters into client contracts in a form approved by Anago, but Anago retains ownership of all rights in the clients and client accounts upon default, termination, or expiration of the agreement.