When an Anago subfranchise agreement is assigned, what rights is the assignor transferring to the assignee?
Anago Franchise · 2025 FDDAnswer from 2025 FDD Document
AGREEMENT
of the Subfranchise Agreement.
Agreement to ASSIGNEE, subject to the terms and conditions of this Assignment, including, without limitation, ASSIGNOR's agreement to guarantee the performance by ASSIGNEE of its obligations under the Subfranchise Agreement and to continue to be bound by all the provisions
D. FRANCHISOR is willing to consent to the assignment of the Subfranchise
In consideration of the mutual covenants contained in this Assignment, and for other good and valuable consideration, the receipt and sufficiency of which is acknowledged, and intending to be legally bound, the parties agree as follows:
-
- ASSIGNOR hereby assigns and transfers over to ASSIGNEE all of ASSIGNOR's rights, title and interest in and to the Subfranchise Agreement, effective as of the date of this Assignment.
-
- ASSIGNEE hereby assumes all of ASSIGNOR's obligations, assignments, commitments, duties, covenants and liabilities under the Subfranchise Agreement, and agrees to be bound by and observe and faithfully perform all of the obligations, assignments, commitments and duties of the Subfranchisor under the Subfranchise Agreement with the same force and effect as if the Subfranchise Agreement were originally written with ASSIGNEE as subfranchisor.
-
- ASSIGNOR agrees that ASSIGNOR shall continue to be bound by all of the terms, covenants, conditions and obligations of Subfranchisor under the Subfranchise Agreement, including, without limitation, all non-competition, confidentiality and indemnification obligations, and that nothing contained in this Assignment herein shall be deemed to relieve ASSIGNOR of any of ASSIGNOR's obligations in the Subfranchise Agreement. ASSIGNOR further agrees to execute FRANCHISOR's form of personal guaranty, simultaneously with the execution of this Assignment.
-
This Assignment is entered into in the State of Florida and shall be construed and interpreted in accordance with its laws, which laws shall control in the event of any conflict of law.
This Assignment shall be binding and inure to the benefit of the parties and their respective heirs, successors and assigns.
ASSIGNOR and ASSIGNEE acknowledge and agree that they are bound by the dispute resolution provisions in the Subfranchise Agreement.
Source: Item 23 — RECEIPTS (FDD pages 62–298)
What This Means (2025 FDD)
According to Anago's 2025 Franchise Disclosure Document, when a subfranchise agreement is assigned, the assignor transfers all of their rights, title, and interest in the Subfranchise Agreement to the assignee. This transfer is effective from the date of the assignment. The assignee then 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 faithfully perform all of the obligations and duties of the subfranchisor as if they were the original subfranchisor.
Despite the assignment, the assignor remains bound by all terms, covenants, conditions, and obligations of the Subfranchise Agreement. This includes all non-competition, confidentiality, and indemnification obligations. The assignor is not relieved of any obligations under the original agreement due to the assignment. The assignor must also execute Anago's form of personal guaranty at the time of the assignment.
In simpler terms, if you're selling your Anago subfranchise, the buyer (assignee) gets all your rights to operate the business. However, you (assignor) remain responsible for upholding the original agreement, including things like not competing with Anago and keeping confidential information secure. This dual responsibility is a critical aspect of the assignment process. The assignment agreement is governed by Florida law, regardless of where the franchise operates, and any disputes will be handled as per the original Subfranchise Agreement's resolution provisions.