What is the Anago Subfranchisor's responsibility regarding improper use of the Proprietary Marks?
Anago Franchise · 2025 FDDAnswer from 2025 FDD Document
Subfranchisor acknowledges the importance of protecting the Proprietary Marks and ensuring that all Proprietary Marks are used in strict accordance with the terms and conditions of this Agreement. Subfranchisor further agrees that:
- (a) Subfranchisor may sublicense the Proprietary Marks to the Unit Franchisees only in accordance with the terms of the Unit Franchise Agreement approved by Franchisor. Subfranchisor shall use its best efforts to ensure that all Unit Franchisees in the Area strictly comply with all terms, conditions, standards and specifications relating to the Proprietary Marks at all times during the Term of this Agreement;
- (b) Subfranchisor will use only the Proprietary Marks as designated by Franchisor and will use them only in the manner required or authorized and permitted by Franchisor;
- (c) Subfranchisor's right to use the Proprietary Marks is limited to the uses expressly authorized under this Agreement, and any unauthorized use of the Proprietary Marks is an infringement of Franchisor's rights;
- (d) Subfranchisor will not use the Proprietary Marks as security for any obligation or indebtedness;
- (e) Subfranchisor will not use the Proprietary Marks as part of his or her corporate, partnership, limited liability company or other business name which must consist of 4 letters or numbers (for example, "TROM Corp." or "1234, Inc." (but may use the Anago trade name as a fictitious, trade or assumed name that is properly registered, if required by law (for example, "TROM Corp. d/b/a Anago of Tampa"). Subfranchisor shall not authorize any Unit Franchisee in the Area to use the Proprietary Marks as part of any name of any corporation, partnership, limited liability company or other business entity;
- (f) Subfranchisor shall not register or use any domain name or URL that contains, uses or displays the words "Anago Cleaning Systems" or any portion thereof, or the initials "ACS,"
"AFI," or any Proprietary Marks, or other related or confusingly similar words or symbols, unless Subfranchisor first receives Franchisor's written consent. Subfranchisor may not use the Proprietary Marks or any derivation of the Proprietary Marks on the Internet, in any electronic advertising or social media, without the Franchisor's prior written consent. Subfranchisor may not use any other trade name or marks at the Subfranchise Business, or in connection with the Subfranchise Business without the express written consent of Franchisor; and
(g) Subfranchisor will exercise precaution when utilizing the Proprietary Marks to ensure that the Proprietary Marks are not jeopardized in any manner and Subfranchisor indemnifies and holds Franchisor harmless for any damage or expense occasioned by the Subfranchisor's improper use of the Proprietary Marks.
Source: Item 23 — RECEIPTS (FDD pages 62–298)
What This Means (2025 FDD)
According to Anago's 2025 Franchise Disclosure Document, the subfranchisor plays a crucial role in safeguarding Anago's Proprietary Marks. The subfranchisor must ensure that all uses of the Proprietary Marks adhere strictly to the franchise agreement's terms. This includes proper usage by unit franchisees within their designated area. The subfranchisor is expected to actively monitor and enforce these standards among its unit franchisees.
The subfranchisor is limited to using the Proprietary Marks only as authorized by Anago. Any unauthorized use constitutes an infringement on Anago's rights. The subfranchisor cannot use the Proprietary Marks as security for any obligation or debt. Additionally, the subfranchisor is prohibited from incorporating the Proprietary Marks into their corporate or business name, although they may use the Anago trade name as a registered fictitious name. They also cannot register domain names or URLs that include "Anago Cleaning Systems" or similar variations without written consent from Anago.
The subfranchisor must exercise caution to prevent any jeopardy to the Proprietary Marks and will indemnify Anago for any damages or expenses resulting from improper use. This includes online and social media usage. The subfranchisor acknowledges that they have no ownership rights to the Proprietary Marks, and all benefits from their use accrue solely to Anago. After the agreement ends, the subfranchisor must discontinue all use of the Proprietary Marks and related identifiers, transferring control of phone numbers and online assets to Anago.
These stipulations ensure brand consistency and protect Anago's intellectual property. Prospective subfranchisors should understand these responsibilities and the potential liabilities associated with improper use of the Proprietary Marks. Compliance is essential for maintaining a successful and legally sound franchise operation.