Does the Anago subfranchise agreement assignment require parties to acknowledge they have read, understood, and voluntarily accepted the terms?
Anago Franchise · 2025 FDDAnswer from 2025 FDD Document
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:
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- 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.
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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.
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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, the assignment of the Subfranchise Agreement requires both the assignor and assignee to acknowledge the receipt and sufficiency of consideration for the assignment. This indicates that both parties agree to the terms outlined in the assignment.
Specifically, the assignor transfers all rights and interests in the Subfranchise Agreement to the assignee. The assignee, in turn, assumes all obligations, commitments, and duties under the Subfranchise Agreement, essentially stepping into the shoes of the original subfranchisor. The assignor remains bound by the original agreement's terms, including non-competition, confidentiality, and indemnification obligations.
Furthermore, both the assignor and assignee acknowledge that they are bound by the dispute resolution provisions outlined in the original Subfranchise Agreement. This ensures that any disagreements arising from the assignment will be handled according to the procedures established in the initial agreement. The assignment is governed by Florida law, which provides a legal framework for interpreting and enforcing the terms of the agreement.