Does the Anago Subfranchise Agreement assignment relieve the ASSIGNOR of any obligations in the Subfranchise Agreement?
Anago Franchise · 2025 FDDAnswer from 2025 FDD Document
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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, assigning the Subfranchise Agreement does not relieve the assignor of their obligations. Specifically, the assignor remains bound by all terms, covenants, conditions, and obligations outlined in the Subfranchise Agreement. This includes, but is not limited to, non-competition, confidentiality, and indemnification obligations.
This means that even after an Anago subfranchise is assigned to another party, the original subfranchisor remains responsible for upholding the terms of the agreement. The assignor must also execute Anago's form of personal guaranty at the time of assignment, further solidifying their commitment.
For a prospective Anago franchisee, this clause signifies a continuing liability even after transferring the subfranchise. It is crucial to understand that assigning the agreement does not fully release the original subfranchisor from their duties and potential liabilities. This is a significant consideration when planning an exit strategy or considering the sale of the subfranchise.