What assurance does Amorino provide regarding affiliates opening similar outlets in the franchisee's Protected Area?
Amorino Franchise · 2025 FDDAnswer from 2025 FDD Document
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.
- 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, Amorino grants franchisees the exclusive right to operate their franchised business within a defined "Protected Area." During the term of the agreement, Amorino assures that it will not operate, nor license others to operate, an Amorino store, kiosk, mobile outlet, or other retail outlet under its Proprietary Marks within this Protected Area. This provision aims to provide franchisees with a degree of territorial exclusivity, ensuring that no direct competition from other Amorino-branded outlets will occur within their designated area.
However, the agreement also explicitly states that the franchise granted is nonexclusive outside the Protected Area. Franchisees are restricted from operating or selling Proprietary Products outside their Protected Area if that area is reserved by Amorino or another franchisee, or if such sales violate the agreement. Furthermore, this exclusivity 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 retains significant rights, including the right to operate and franchise Amorino stores outside the Protected Area, regardless of their proximity. They also reserve the right to distribute Proprietary Products through alternative channels like grocery stores, supermarkets, and the internet, both within and outside the Protected Area. Additionally, Amorino is not restricted from operating other businesses under different trademarks, even if they compete with the Amorino franchise. This reservation of rights highlights that while franchisees have protection within their Protected Area, Amorino maintains broad control over its brand and distribution channels.