Can the Subfranchisor enhance or modify the Anago Software in any manner?
Anago Franchise · 2025 FDDAnswer from 2025 FDD Document
is the obligation of the Subfranchisor to obtain the computer hardware, workstations, and mobile devices required for the operation of the Software as periodically specified in the Anago Manuals (as defined in the Subfranchise Agreement), the Subfranchise Agreement or otherwise in writing. Configuration, setup, and all network wiring are the responsibilities of the Subfranchisor.
- (l) Confidentiality. Without limiting any other confidentiality requirements of the Subfranchisor under the Subfranchise Rights Agreement or any other agreement with us, the Subfranchisor agrees not to provide or otherwise make available any portion of the Software, including documentation and machine-readable code, or the Related Materials in any form to any person other than the Subfranchisor's employees with a need to know such information and who are themselves bound to written confidentiality obligations similar to those contained herein. The Subfranchisor will not reverse assemble or reverse compile the Software in whole or in part. The Subfranchisor may not copy the Software or Related Materials in any manner without the Franchisor's prior written consent. Subfranchisor acknowledges and agrees that the Software and Related Materials are the proprietary information and trade secrets of the Franchisor and its affiliates, whether any portion is or may be validly copyrighted or patented. The Software will be treated by the Subfranchisor as proprietary information and trade secrets, and Subfranchisor acknowledges and agrees that all of Subfranchisor's confidentiality obligations under the Subfranchise Rights Agreement apply to the Software. Further, Subfranchisor will treat the Software with at least the same care as it treats its own confidential information.
Source: Item 23 — RECEIPTS (FDD pages 62–298)
What This Means (2025 FDD)
According to Anago's 2025 Franchise Disclosure Document, the subfranchisor is significantly restricted from altering or modifying the Anago software. The agreement explicitly prohibits the subfranchisor from reverse assembling or reverse compiling the software, either in whole or in part. This restriction ensures that the subfranchisor cannot access the underlying code to make unauthorized changes.
Furthermore, the subfranchisor is not allowed to copy the software or related materials in any manner without Anago's prior written consent. This provision underscores Anago's intention to maintain strict control over its proprietary information and trade secrets. The document emphasizes that the software and related materials are the proprietary information and trade secrets of Anago and its affiliates, regardless of whether any portion is copyrighted or patented.
The subfranchisor must treat the software as proprietary information and trade secrets, adhering to the same confidentiality obligations outlined in the Subfranchise Rights Agreement. This includes safeguarding the software with at least the same level of care as their own confidential information. To further protect Anago's trade secrets and copyright notices, the subfranchisor is required to reproduce or incorporate Anago's trade secret and copyright notices in any copies, modifications, or partial copies of the software.
Additionally, the subfranchisor is prohibited from assigning, transferring, or granting any security interest in the agreement, the software, or related materials without Anago's prior written consent. They cannot sublicense or lend the software, permit its use by anyone other than their employees, or change the software's location. These measures collectively ensure that Anago retains complete control over its software and related materials, preventing unauthorized modifications, distribution, or use by the subfranchisor.