What does Anago warrant regarding ownership of the Collateral?
Anago Franchise · 2025 FDDAnswer from 2025 FDD Document
Section 6.2 - Sole Property of Franchisor
The Anago Manuals and other Confidential Information at all times is and remains the sole property of Franchisor.
Subfranchisor acquires no right, title or interest to this property under this Agreement except to possess and use the Anago Manuals or other Confidential Information during the Term of, and subject to the restrictions contained in, this Agreement.
Therefore, Subfranchisor is prohibited from altering, editing or changing the Anago Manuals or any part of thereof.
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 the 2025 FDD, Anago does not provide a warranty regarding ownership of the Collateral. However, the FDD details the franchisor's rights regarding the Anago manuals and other confidential information. Specifically, the Anago manuals and other confidential information remain the sole property of the franchisor. The subfranchisor only obtains the right to possess and use these materials during the term of the agreement, subject to the restrictions outlined within the agreement.
As an Anago subfranchisor, you are explicitly prohibited from altering, editing, or changing the Anago manuals or any part thereof. Furthermore, any improvements, developments, derivative works, enhancements, or modifications to any confidential information made or created by the subfranchisor, its employees, contractors, or unit franchisees, whether developed separately or in conjunction with the franchisor, become the sole property of the franchisor. This includes innovations made by employees or unit franchisees.
The subfranchisor must ensure that all employees, contractors, and unit franchisees have written agreements assigning all rights to any innovations they develop to the subfranchisor. To the extent that the subfranchisor, its employees, contractors, or unit franchisees are deemed to have any interest in such innovations, the subfranchisor agrees to assign all right, title, and interest in such innovations to the franchisor. The subfranchisor is obligated to assist the franchisor in securing these ownership rights, even after the agreement expires or terminates.
This means that as a prospective Anago franchisee, you will not own the operational manuals or any improvements made to them. Instead, these remain the property of the franchisor, even if you or your employees develop them. This is a fairly standard practice in franchising, as it allows the franchisor to maintain consistency and control over the brand and system.