Who benefits from the Amorino agreement?

, all

Individual Unit Franchise Agreement

upon the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the foregoing and the mutual promises made in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. GRANT

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.
• 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).

2. TERM; RENEWAL

• A. Term. The term of this Agreement shall begin on the Effective Date and shall expire, unless earlier terminated, on the Scheduled Expiration Date described in the Data Sheet unless otherwise restricted by law, regardless of the date on which the Store opens to the public for business.
• B. Renewal Terms. You may renew your franchise rights for two additional consecutive five-year terms, provided that this Agreement has not been validly terminated for any reason prior to the expiration of the then-current term, and provided you:
• (1) give us written notice of your intent to renew the franchise at least three months (but no more than six months) prior to expiration of the initial or current renewal term;
• (2) are not in Default of this Agreement (on the date you give notice of renewal or on the date that the new term will commence) and no event has occurred and is continuing which by the giving of notice or the expiration of any cure period would constitute a Default under this Agreement, or any successor franchise agreement (as applicable) and have substantially complied with the terms and conditions of this Agreement or any successor franchise agreement (as applicable) throughout the term;
• (3) complete any training we require and complete the renovations and updates to the Store described in Section 2.C(1);
• (4) no later than 30 days prior to the expiration of the current term, sign, and have each person who has guaranteed your obligations under this Agreement sign, a general release in a form satisfactory to us, of Amorino and our subsidiaries and Affiliates and our/their respective officers, directors, managers, members, shareholders, and partners in our/their corporate and individual capacities;

• (5) no later than 30 days prior to the expiration of the current term, (a) pay a renewal fee equal to twenty five percent (25%) of our then current initial franchise fee for each five years of renewal, at the same time that you (b) sign an amendment to this Agreement to reflect any new terms of our then-current form of franchise agreement, or at our option, sign the then-current form of franchise agreement or an agreement stipulating renewal of this Agreement;
• (6) no later than 30 days prior to the expiration of the current term, have each person who has guaranteed your obligations under this Agreement sign a renewal or reaffirmation of such guarantee in form satisfactory to us;

Source: Item 22 — CONTRACTS (FDD pages 80–81)