Under the Anago franchise agreement, who owns the Innovations (improvements, developments, derivative works, etc.) made by the subfranchisor, its employees, contractors, or Unit Franchisees?
Anago Franchise · 2025 FDDAnswer from 2025 FDD Document
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, any innovations, including improvements, developments, derivative works, enhancements, or modifications to confidential information, whether created separately or with Anago's involvement, by the subfranchisor, its employees, contractors, or unit franchisees, are owned solely by Anago. This applies to innovations made to any confidential information.
The Anago subfranchisor must ensure that all employees, contractors, and unit franchisees have written agreements assigning all rights to these innovations to the subfranchisor. The subfranchisor then agrees to assign all rights, titles, and interests in these innovations to Anago.
To ensure Anago's ownership, the subfranchisor must execute and deliver documents, such as assignments, and assist in legal processes to secure Anago's rights to the innovations. This obligation extends beyond the termination of the franchise agreement, meaning that even after the agreement ends, the subfranchisor is still responsible for helping Anago protect its ownership of any innovations.