In the Amorino Confidentiality and Noncompetition Agreement, what are the three parties involved?
Amorino Franchise · 2025 FDDAnswer from 2025 FDD Document
_CPUSA, LLC | (the "Franchisor"); 2) | | | a(n)(the | | | | "Franchisee"); and | 3)an individual (the "Covenantor"). | |
PREAMBLES
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.
1. TRADE SECRETS AND CONFIDENTIAL INFORMATION.
Covenantor acknowledges that the Amorino System involves trade secrets that Franchisor owns and that, during Covenantor's relationship with Franchisee, Covenantor may acquire knowledge of confidential information, including know-how, sales, organizational, operational and other information concerning the Amorino System.
Covenantor agrees that, without Franchisor's and Franchisee's prior written consent, Covenantor will not use or allow the use of any trade secret or confidential information except in connection with the operation of the Amorino Store. Covenantor further agrees that he or she will not disclose the contents of any manuals, plans, records or other documents relating to the Amorino Store to any third party, except a party who is actively involved in the operation of the Amorino Store and who has a valid need for disclosure.
Source: Item 22 — CONTRACTS (FDD pages 80–81)
What This Means (2025 FDD)
According to Amorino's 2025 Franchise Disclosure Document, the Confidentiality and Noncompetition Agreement involves three parties: the Franchisor, the Franchisee, and the Covenantor. The Franchisor grants rights to the Franchisee to develop and operate an Amorino store. The Covenantor, before accessing confidential information, is required by both the Franchisor and Franchisee to enter into the agreement to protect proprietary rights and the Franchisee's right to use confidential information.
The agreement is designed to protect Amorino's trade secrets and confidential information. The Covenantor acknowledges that the Amorino system involves trade secrets owned by the Franchisor. During the Covenantor's relationship with the Franchisee, they may gain knowledge of confidential information, including know-how, sales, organizational, and operational details about the Amorino system.
The Covenantor agrees not to use or disclose any trade secret or confidential information without prior written consent from both the Franchisor and the Franchisee, except in connection with operating the Amorino store. The Covenantor must also ensure that any third party or employee who receives confidential information is aware of its proprietary nature and the restrictions on its use, emphasizing that it can only be used under a franchise agreement with Amorino.