In the Amorino Addendum, what is the significance of the 'Franchised Location' being located at a specific address?
Amorino Franchise · 2025 FDDAnswer from 2025 FDD Document
A. Grant.
- (1) Subject to the terms and conditions contained in this Agreement, Amorino grants to you the right to use the System, the Proprietary Marks and the Copyrighted Materials solely in connection with the operation of the Franchised Business, and you accept this right and agree to undertake the obligation to use the System, the Proprietary Marks and the Copyrighted Materials solely in connection with the operation of the Franchised Business.
- (2) The franchise granted to you under this Agreement includes only the right (a) to use the System, the Proprietary Marks and the Copyrighted Materials in connection with the retail sale of authorized products at the Store location to be identified as the "Franchised Location" in a written addendum to this Agreement substantially in the form of addendum attached as Attachment A (the "Form of Addendum"); and (b) to use the Proprietary Marks and the Copyrighted Materials to operate, advertise and promote the Store in accordance with the terms set by us. The location identified in such addendum as the "Franchised Location" shall be the "Franchised Location" for all purposes under this Agreement.
- (3) We do not grant to you any right to (a) sublicense the use of the System, the Proprietary Marks or the Copyrighted Materials, (b) cobrand with another franchise or concept, (c) provide off or on-site catering services without Amorino's prior written consent, (d) deliver or ship Proprietary Products or other Amorino Goods and Services (as defined in Section 8.D below), regardless of the destination, without Amorino's prior written consent, or (e) distribute Amorino products through wholesale channels, such as supermarkets, convenience stores or other retailers, or through food service providers such as restaurants or airlines.
B. Protected Area.
- (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.
Source: Item 22 — CONTRACTS (FDD pages 80–81)
What This Means (2025 FDD)
According to the 2025 Amorino Franchise Disclosure Document, the specific address of the 'Franchised Location' is a critical element formalized in an addendum to the franchise agreement. Amorino grants the franchisee the right to operate their business using Amorino's system, trademarks, and copyrighted materials, but only at the store location specified as the 'Franchised Location' in the addendum. This addendum, substantially similar to the provided form, legally defines the territory where the franchisee is authorized to conduct retail sales of Amorino's products.
The addendum also establishes the 'Protected Area' around the Franchised Location, granting the franchisee exclusive rights to operate within that territory. During the term of the agreement, Amorino commits not to establish or license any other Amorino stores, kiosks, or mobile outlets within the Protected Area. This exclusivity is a significant benefit for the franchisee, as it reduces direct competition from other Amorino outlets. However, this exclusivity can be revoked if the franchisee breaches the agreement, potentially leading to termination of the franchise.
Outside the Protected Area, the franchise is non-exclusive, meaning Amorino retains the right to operate or franchise other outlets. Amorino also reserves the right to distribute its products through alternative channels like grocery stores or online, both within and outside the Protected Area. The franchisee is responsible for maintaining the store in excellent condition and adhering to Amorino's standards, including any required additions, alterations, or repairs. The franchisee must also operate the store during the hours specified by the shopping center, lease, or Amorino's guidelines. The specific address, therefore, defines not only the operational base but also the scope of the franchisee's exclusive rights and responsibilities.