Under an Anago franchise agreement assignment, what obligations of the assignor are assumed by the assignee?
Anago Franchise · 2025 FDDAnswer from 2025 FDD Document
In consideration of the mutual covenants contained in this Assignment, and for other good and valuable consideration, the receipt and sufficiency of which is acknowledged, and intending to be legally bound, the parties agree as follows:
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- ASSIGNOR hereby assigns and transfers over to ASSIGNEE all of ASSIGNOR's rights, title and interest in and to the Franchise Agreement, effective as of the date of this Assignment.
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- ASSIGNEE hereby assumes all of ASSIGNOR's obligations, assignments, commitments, duties, covenants and liabilities under the Franchise Agreement, and agrees to be bound by and observe and faithfully perform all of the obligations, assignments, commitments and duties of the franchisee under the Franchise Agreement with the same force and effect as if the Franchise Agreement were originally written with ASSIGNEE as franchisee.
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- ASSIGNOR agrees that ASSIGNOR shall continue to be bound by all of the terms, covenants, conditions and obligations of franchisee under the Franchise Agreement, including, without limitation, all non-competition, confidentiality and indemnification obligations, and that nothing contained in this Assignment herein shall be deemed to relieve ASSIGNOR of any of ASSIGNOR's obligations in the Franchise Agreement. ASSIGNOR further agrees to execute SUBFRANCHISOR's form of personal guaranty, simultaneously with the execution of this Assignment.
Source: Item 23 — RECEIPTS (FDD pages 62–298)
What This Means (2025 FDD)
According to Anago's 2025 Franchise Disclosure Document, when a franchise agreement is assigned, the assignee assumes all of the assignor's obligations. Specifically, the assignee takes on all of the assignor's obligations, assignments, commitments, duties, covenants, and liabilities under the Franchise Agreement. This means the assignee is bound to observe and faithfully perform all duties of the franchisee as if they were the original franchisee.
However, the original assignor is not entirely relieved of their responsibilities. The assignor remains bound by all the terms, covenants, conditions, and obligations of the franchisee under the original Franchise Agreement. This includes, but is not limited to, all non-competition, confidentiality, and indemnification obligations. The assignor must also execute Anago's form of personal guaranty at the time of the assignment.
In essence, while the assignee takes over the operational responsibilities and future obligations of the franchise, the assignor remains secondarily liable and bound by certain key provisions of the original agreement. This dual obligation structure provides Anago with added security and ensures continued compliance with critical aspects of the franchise agreement even after the assignment.