After the Anago subfranchise agreement expires or terminates, is the subfranchisor prohibited from contesting the validity of Anago's Proprietary Marks?
Anago Franchise · 2025 FDDAnswer from 2025 FDD Document
Subfranchisor agrees that the use of the Proprietary Marks outside the scope of this Agreement, without Franchisor's written consent, is an infringement of Franchisor's and its Affiliates' rights in and to the Proprietary Marks, and expressly agrees that during the Term, and after the expiration or termination of this Agreement, Subfranchisor will not, directly or indirectly, commit an act of infringement or contest or aid in contesting the validity or right of Franchisor and/or its Affiliates to the Proprietary Marks, or take any other action in derogation of these rights.
Source: Item 23 — RECEIPTS (FDD pages 62–298)
What This Means (2025 FDD)
According to Anago's 2025 Franchise Disclosure Document, the subfranchisor is prohibited from contesting the validity of Anago's Proprietary Marks both during the term of the agreement and after its expiration or termination. Specifically, the subfranchisor agrees not to commit any act of infringement or contest the validity of Anago's rights to the Proprietary Marks. This restriction applies regardless of whether the agreement is still in effect or has ended.
This provision is designed to protect Anago's brand and trademarks. By agreeing not to contest the validity of the Proprietary Marks, the subfranchisor acknowledges Anago's ownership and rights to these marks. This helps to prevent any legal challenges or disputes that could undermine Anago's brand identity and reputation.
For a prospective Anago subfranchisee, this means they cannot challenge Anago's trademarks, trade names, or service marks, even after the subfranchise agreement concludes. This is a standard clause in many franchise agreements, as franchisors need to protect their intellectual property. Subfranchisees should understand that they are licensing the use of the Proprietary Marks and cannot claim any ownership or challenge the franchisor's rights to them.