In an Anago Subfranchise Agreement assignment, what obligations of the Subfranchisor does the ASSIGNEE agree to perform?
Anago Franchise · 2025 FDDAnswer from 2025 FDD Document
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- 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.
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- 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.
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 ASSIGNEE (the new subfranchisee) assumes all of the ASSIGNOR's (the original subfranchisee) obligations, assignments, commitments, duties, covenants, and liabilities under the Subfranchise Agreement. This means the ASSIGNEE steps into the shoes of the original subfranchisee and is responsible for fulfilling all the terms and conditions of the agreement.
Specifically, the ASSIGNEE 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. This is with the same force and effect as if the Subfranchise Agreement were originally written with the ASSIGNEE as the subfranchisor. Essentially, the ASSIGNEE takes on the full responsibility for operating the Anago subfranchise according to the existing agreement.
It's important to note that even with this assignment, the original ASSIGNOR remains bound by all the terms, covenants, conditions, and obligations of the Subfranchisor under the Subfranchise Agreement. This includes non-competition, confidentiality, and indemnification obligations. The ASSIGNOR also agrees to execute Anago's form of personal guaranty, ensuring continued commitment to the agreement even after the assignment.