Does the Anago subfranchisor's indemnification obligation extend to obligations under the Anti-Terrorist Activities section of the agreement?
Anago Franchise · 2025 FDDAnswer from 2025 FDD Document
Subfranchisor shall comply with, and assist Franchisor to the fullest extent possible in Franchisor's efforts to comply with, the Anti-Terrorism Laws (as defined below). Subfranchisor shall not hire nor have any dealings with any person listed on the SDN List, as it may be modified from time to time. Subfranchisor is solely responsible for ascertaining what actions must be taken by Subfranchisor to comply with all Anti-Terrorism Laws. Subfranchisor specifically acknowledges and agrees that Subfranchisor's indemnification obligations under this Agreement pertain to Subfranchisor's obligations under this Section. Any misrepresentation by Subfranchisor under this Section, or any violation of any Anti-Terrorism Laws by Subfranchisor, Subfranchisor's owners, principals or employees, shall constitute grounds for immediate termination of this Agreement and any other agreement Subfranchisor has entered into with Franchisor or its Affiliates. As used herein, "Anti-Terrorism Laws" means Executive Order 13224 issued by the President of the United States, the Terrorism Sanctions Regulations (Title 31, Part 595 of the U.S. Code of Federal Regulations), the Foreign Terrorist Organizations Sanctions Regulations (Title 31, Part 597 of the U.S. Code of Federal Regulations), the Cuban Assets Control Regulations (Title 31, Part 515 of the U.S. Code of Federal Regulations), the USA PATRIOT ACT, and all other present and future federal, state and local laws, ordinances, regulations, policies, lists and any other requirements of any Governmental Authority (including, without limitation, The United States Department of Treasury Office of Foreign Assets Control) addressing or in any way relating to terrorist acts and acts of war.
Source: Item 23 — RECEIPTS (FDD pages 62–298)
What This Means (2025 FDD)
According to Anago's 2025 Franchise Disclosure Document, the subfranchisor's indemnification obligations specifically pertain to their responsibilities under the Anti-Terrorism Laws section of the agreement. This means that the subfranchisor is responsible for any losses, damages, or legal costs Anago incurs due to the subfranchisor's failure to comply with these laws.
The subfranchisor must not hire or deal with anyone on the SDN List and is solely responsible for understanding and adhering to all Anti-Terrorism Laws. These laws include Executive Order 13224, the Terrorism Sanctions Regulations, the Foreign Terrorist Organizations Sanctions Regulations, the Cuban Assets Control Regulations, the USA PATRIOT ACT, and other federal, state, and local regulations related to terrorist acts and acts of war.
Any misrepresentation or violation of Anti-Terrorism Laws by the subfranchisor, their owners, principals, or employees can lead to immediate termination of the Subfranchise Agreement and any other agreements with Anago or its affiliates. This highlights the critical importance of compliance with these laws and the potential consequences of failing to do so. A prospective franchisee should carefully review these obligations and ensure they have the resources and understanding necessary to meet them.