Who is bound by the Amorino franchise agreement?
Amorino Franchise · 2025 FDDAnswer from 2025 FDD Document
Franchisor has signed or intends to sign a franchise agreement with Franchisee (the "Franchise Agreement"), under which Franchisor grants to Franchisee certain rights with regard to the development and operation of an Amorino Store (all capitalized terms used but not defined herein shall have the meanings set forth in the Franchise Agreement). Before allowing Covenantor to have access to the Confidential Information (defined below), and as a material requirement necessary to protect Franchisor's proprietary rights in and Franchisee's right to use the Confidential Information, Franchisor and Franchisee require that Covenantor enter into this Agreement.
To induce Franchisor to enter into the Franchise Agreement and/or to avoid a material breach thereof, as the case may be, Franchisor, Franchisee and Covenantor desire that Covenantor enter into this Agreement. Furthermore, due to the nature of Franchisor's and Franchisee's business, any use or disclosure of the Confidential Information other than in accordance with this Agreement will cause Franchisor and Franchisee substantial harm.
Source: Item 22 — CONTRACTS (FDD pages 80–81)
What This Means (2025 FDD)
According to the 2025 Amorino Franchise Disclosure Document, the franchise agreement is primarily binding between Amorino as the franchisor and the franchisee. This agreement grants the franchisee the right to operate an Amorino store using Amorino's system, proprietary marks, and copyrighted materials. The franchisee, in turn, agrees to adhere to Amorino's operational standards and protect the brand's confidential information.
Additionally, a Covenantor may be bound by a separate agreement related to the franchise. Before being granted access to Amorino's confidential information, the Covenantor must enter into an agreement with Amorino and the franchisee. This agreement ensures the protection of Amorino's proprietary rights and the franchisee's right to use confidential information. The Covenantor's obligations include maintaining confidentiality and refraining from using trade secrets or confidential information outside the scope of operating the Amorino store.
In cases where the franchisee is a business entity, further obligations arise. The business entity must agree to be bound by the franchise agreement through an assignment and assumption agreement. The individual franchisee remains personally liable under the agreement even when operating through a business entity. Furthermore, principals of the business entity may be required to provide a personal guaranty, reinforcing their commitment to fulfilling the franchise obligations. Therefore, in addition to the franchisee, other parties such as a Covenantor or a business entity and its principals may also be bound by agreements related to the Amorino franchise.