When an Anago subfranchise agreement is assigned, what obligations does the assignee assume from the assignor?

According to Anago's 2025 Franchise Disclosure Document, when a subfranchise agreement is assigned, the assignee assumes all of the assignor's obligations, assignments, commitments, duties, covenants, and liabilities under the Subfranchise Agreement. The assignee agrees to be bound by and observe and faithfully perform all of the obligations, assignments, commitments, and duties of the subfranchisor as if the Subfranchise Agreement were originally written with the assignee as the subfranchisor.

However, the assignor is not fully relieved of their obligations. The assignor continues to be bound by all the terms, covenants, conditions, and obligations of the subfranchisor under the Subfranchise Agreement. This includes all non-competition, confidentiality, and indemnification obligations. The assignor must also execute Anago's form of personal guaranty at the time of the assignment.

In essence, the assignee steps into the shoes of the assignor regarding the operation of the Anago subfranchise, but the original subfranchisor remains secondarily liable and bound by certain key obligations. This dual obligation structure provides Anago with added security and recourse in the event of any issues with the subfranchise operation after the assignment. Prospective assignees should carefully review the Subfranchise Agreement to fully understand the scope of obligations they are assuming, while assignors should recognize their continuing responsibilities even after the assignment.