What is the effect of the Virginia Amendment on the rest of the Amorino Area Development Agreement?

According to Amorino's 2025 Franchise Disclosure Document, the Virginia Amendment specifically reaffirms the existing Area Development Agreement, ensuring that all provisions remain in full effect except for the explicit changes outlined in the amendment. This means that the original agreement's terms and conditions continue to govern the relationship between Amorino and the Area Developer, unless directly superseded by the amendment.

The amendment includes a provision stating that "nothing in this Amendment will be construed as a waiver of any of the rights or obligations of the parties under the Area Development Agreement." This clause reinforces that the amendment is intended to modify specific aspects of the agreement while preserving the overall framework. The terms and provisions of the Franchise Agreement are incorporated by reference in this Amendment as if set forth within the amendment itself.

Furthermore, the Virginia Amendment addresses statements or acknowledgments signed by the franchisee, clarifying that these cannot waive claims under Virginia franchise law, including those related to fraud. It also amends Item 17(h) to state that it is unlawful for Amorino to cancel a franchise without reasonable cause, as defined by the Virginia Retail Franchising Act. These changes provide additional protection to Amorino franchisees in Virginia, ensuring compliance with state-specific regulations while keeping the rest of the agreement intact.

In practical terms, this means that prospective Amorino Area Developers in Virginia should pay close attention to the specific changes introduced by the amendment, as these will govern their rights and obligations within the state. However, they should also be aware that the remainder of the Area Development Agreement remains in full force and effect, providing a comprehensive framework for their relationship with Amorino.