Can the Subfranchisor enhance or modify the Anago Software?
Anago Franchise · 2025 FDDAnswer from 2025 FDD Document
his or her Subfranchise Business and having access to the Anago Manuals or any other Confidential Information, are required to sign before Initial Subfranchisor Training or upon employment, a nondisclosure and noninterference agreement.
Section 6.2 - Sole Property of Franchisor
The Anago Manuals and other Confidential Information at all times is and remains the sole property of Franchisor. Subfranchisor acquires no right, title or interest to this property under this Agreement except to possess and use the Anago Manuals or other Confidential Information during the Term of, and subject to the restrictions contained in, this Agreement. Therefore, Subfranchisor is prohibited from altering, editing or changing the Anago Manuals or any part of thereof. All improvements, developments, derivative works, enhancements, or modifications to any Confidential Information (collectively, "Innovations") made or created by Subfranchisor, its employees, contractors or Unit Franchisees, whether developed separately or in conjunction with Franchisor, shall be owned solely by Franchisor. Subfranchisor represents, warrants, and covenants that its employees, contractors and Unit Franchisees are bound by written agreements assigning all rights in and to any Innovations developed or created by them to Subfranchisor. To the extent that Subfranchisor, its employees, contractors or Unit Franchisees are deemed to have any interest in such Innovations, Subfranchisor hereby agrees to assign, and does assign, all right, title and interest in and to such Innovations to Franchisor. To that end, Subfranchisorshall execute, verify, and deliver such documents (including, without limitation, assignments) and perform such other acts (including appearances as a witness) as Franchisor may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining, and enforcing such ownership rights in and to the Innovations, and the assignment thereof. Subfranchisor's obligation to assist Franchisor with respect to such ownership rights shall continue beyond the expiration or termination of this Agreement.
Source: Item 23 — RECEIPTS (FDD pages 62–298)
What This Means (2025 FDD)
According to Anago's 2025 Franchise Disclosure Document, the subfranchisor is explicitly prohibited from altering or changing the Anago Manuals, which contain confidential information. The subfranchisor acquires no rights to this information, except to use it during the term of the agreement, subject to specific restrictions. All improvements, developments, derivative works, enhancements, or modifications to any Confidential Information made by the subfranchisor, its employees, contractors, or unit franchisees become the sole property of Anago.
Anago requires that all individuals associated with the subfranchise business who have access to the Anago Manuals or any other confidential information sign a non-disclosure and non-interference agreement before initial subfranchisor training or upon employment. This agreement ensures that all parties understand their obligations to protect Anago's confidential information. The subfranchisor must ensure that its employees, contractors, and unit franchisees are bound by written agreements that assign all rights to any innovations they develop to the subfranchisor, who then assigns these rights to Anago.
To further protect its intellectual property, Anago requires the subfranchisor to execute and deliver documents necessary for securing and enforcing ownership rights to any innovations. This obligation extends beyond the expiration or termination of the agreement. The subfranchisor must also prevent the reverse assembling or reverse compiling of the software, reinforcing the protection of Anago's proprietary information and systems.