How does the Amorino Addendum define the 'Protected Area'?
Amorino Franchise · 2025 FDDAnswer from 2025 FDD Document
- (1) Amorino grants to you the exclusive right to operate the Franchised Business at the Franchised Location in the territory to be identified as the "Protected Area" in an addendum substantially similar to the Form of Addendum (the "Protected Area"). The territory identified in such addendum as the "Protected Area" shall be the "Protected Area" for all purposes under this Agreement. During the term of this Agreement, Amorino shall not own or operate, or license or grant anyone else the right to own or operate, an Amorino Store, kiosk outlet, mobile outlet or other retail outlet under the Proprietary Marks within the Protected Area.
- (2) You acknowledge and agree that the franchise granted to you under this Agreement is nonexclusive outside of the Protected Area and that you may not operate in any way or sell any Proprietary Products or other Amorino Goods and Services outside the Protected Area if the area is reserved exclusively by Amorino or by another franchisee or such sale is otherwise in violation of this Agreement.
- (3) You further acknowledge that exclusivity of the Protected Area can be revoked upon the occurrence of any of the events which would give rise to our right to terminate this Agreement and your franchise as set forth in Section 16 of this Agreement.
- C. Reservation of Rights. Amorino retains and reserves to itself all other rights in and to the Proprietary Marks including the exclusive right to own and operate, and to grant others the right to own and operate, Amorino stores, kiosks and mobile outlets outside the Protected Area, regardless of their proximity to the Protected Area; and the right to distribute Proprietary Products and other Amorino Goods and Services through alternative channels of distribution such as grocery stores, supermarkets, convenience stores, specialty stores, restaurants, both within and outside the Protected Area, and via mail order, catalog sales and/or the Internet for delivery to customers, both within and outside the Protected Area.
- D. Right to Operate Businesses Under Different Proprietary Marks. Nothing in this Agreement prohibits or restricts Amorino from (a) owning, acquiring, establishing, operating, or granting franchise rights for one or more other businesses under a different trademark or service mark (i.e., a mark other than Amorino).
Source: Item 22 — CONTRACTS (FDD pages 80–81)
What This Means (2025 FDD)
According to Amorino's 2025 Franchise Disclosure Document, the 'Protected Area' is defined within an addendum to the franchise agreement. Amorino grants the franchisee the exclusive right to operate their franchised business at a specific location within a defined territory, which is designated as the "Protected Area." This area is identified in an addendum similar to the provided form.
During the term of the agreement, Amorino commits not to operate or license others to operate an Amorino store, kiosk, mobile outlet, or any other retail outlet under its trademarks within the franchisee's Protected Area. However, outside this Protected Area, the franchise is non-exclusive. The franchisee is restricted from operating or selling products and services in areas reserved exclusively by Amorino or another franchisee, or if such sales violate the agreement.
It's important to note that the exclusivity of the Protected Area is not guaranteed and can be revoked if events occur that would allow Amorino to terminate the agreement and the franchise, as detailed in Section 16 of the agreement. Amorino also retains the right to operate or franchise Amorino stores outside the Protected Area, regardless of their proximity to the Protected Area. They can also distribute products through alternative channels like grocery stores or the internet, both within and outside the Protected Area.
The franchisor, Amorino, is not restricted from operating other businesses under different trademarks. The specific details of the Protected Area, such as its geographical boundaries, are to be defined in the addendum to the franchise agreement. A prospective franchisee should carefully review this addendum to fully understand the scope and limitations of their exclusive operating area.