What claims are Amorino franchisees unable to waive in connection with the commencement of the franchise relationship?

Based on the 2025 Amorino Franchise Disclosure Document, franchisees expressly and specifically waive certain claims related to the franchise agreement. Specifically, franchisees waive claims, demands, or damages arising from or related to the loss of association with CPUSA, LLC as the Franchisor, the "Amorino" name, the Proprietary Products, the Proprietary Marks (or any variation thereof) and the System in the event of an assignment, sale, merger, acquisition, disposition, or action permitted under Section 15.A(1) and any sale, merger, acquisition, disposition or action permitted under Section 15.A(2).

This waiver also includes any and all other claims, demands, or damages arising from or related to such assignment, sale, merger, acquisition, disposition, or other action, including any claim of divided loyalty, breach of fiduciary duty, fraud, breach of contract, or breach of the implied covenant of good faith and fair dealing. This means that if Amorino were to be sold or undergo a significant change, franchisees would be giving up their right to sue Amorino for issues directly related to these changes, such as a perceived conflict of interest or failure to act in good faith.

This type of waiver is significant because it limits the legal recourse available to franchisees in the event of major changes to the franchise system. Prospective franchisees should carefully consider the implications of these waivers and seek legal counsel to fully understand their rights and obligations under the franchise agreement. It is also important to note that the franchisee acknowledges that Amorino or its affiliates are not required to remain in the gelato and sorbet business or to offer Amorino products and services, even those associated with the Proprietary Marks, if they exercise their rights to assign the agreement under Section 15.