Where can I find the specific provisions regarding renewal, termination, transfer, and dispute resolution for an Amorino franchise, as referenced in Item 17?
Amorino Franchise · 2025 FDDAnswer from 2025 FDD Document
ITEM 17 RENEWAL, TERMINATION, TRANSFER, AND DISPUTE RESOLUTION
This table lists certain important provisions of the franchise and related agreements. You should read these provisions in the agreements attached to this disclosure document.
THE FRANCHISE RELATIONSHIP
| v. Choice of forum | Sections 11.2 and 11.3 of the area development agreement | Except for our right to obtain injunctive relief in any appropriate jurisdiction, any dispute arising out of the franchise agreement or our relationship shall first be submitted to mediation, and if it is not resolved in mediation, then it shall be submitted to arbitration, under the rules of the American Arbitration Association, to take place in New York County, New York (subject to applicable State law). | |---|---|---| | w. Choice of law | Section 11.1 of the area development agreement | Governed by Delaware law. If we move our headquarters, we may choose to have the law of the new state apply by giving you notice within 6 months following our move (subject to applicable State law). | Amorino Unit Franchise Disclosure Document –April 24, 2025 Page 55 of 80
| ation by | Not | Not applicable. | |------------------|---------------|--------------------------------------------------------------------------------------------------------------------------------| | franchisor | applicable. | | | without cause | | | | Termina | Section 16 of | We can terminate the franchise agreement if you commit any | | f. | | | | tion by | the franchise | one of a list of violations set forth in the franchise agreement, or | | franchisor with | agreement | if you default under any other agreement between you and | | cause | | either us or any of our affiliates. If you are in breach of any agreement with us or any of our affiliates, we have the right to suspend any obligations by us or our affiliates, including providing products or services, until the breach is cured. Some violations are capable of being cured and some cannot be cured. We can also terminate if an approved transfer is not completed within a certain period of time following your death or permanent incapacity. | | "Cause" | Section 16.B | We may terminate for any default, other than a default for the | | g. | | | | defined - | of the | reasons listed in Section 16.A, that is capable of being cured | | curable defaults | franchise | and the default has not been cured within 20 days of notice of | | | agreement | default. | | "Cause" | Section 16.A | We may terminate by giving you notice of termination upon | | h. | | | | defined – | of the | certain event, without any opportunity to cure: Your failure to | | non | | | | curable defaults | franchise | make any payment due under the franchise agreement within | | | agreement | 30 days of its due date; insolvency; voluntary bankruptcy; involuntary bankruptcy not dismissed within 30 days; general assignment for creditors, receivership, dissolution of your business entity; if execution is levied your business or property; foreclosure, levy and sale of assets of franchised business; failure to acquire a site by the site selection date; failure to complete initial training by opening date; failure to open Store by opening date; abandonment of the franchised business; loss of necessary permits and approvals to operate the franchised business; loss of right to occupy the Store premises; conviction of a felony or certain other crimes; unapproved transfers; repeated defaults, even if cured; misrepresentations in franchise application; knowingly understating your sales; knowingly maintaining false books or records; failure to make any payment when due to Amorino or any of its affiliates or approved suppliers, offering for sale or selling unauthorized products or services; violation of confidentiality and non-competition covenants; purchase or sale of gelato, sorbet, gelato macarons, or restricted dry goods which you purchased or obtained from an unapproved supplier; within any rolling 12-month period, your failure to pass two or more quality assurance inspections and or your failure to participate in any advertising or marketing programs. | | | | | Amorino Unit Franchise Disclosure Document –April 24, 2025 Page 56 of 80
| Franchisee' i. s obligations on termination/non -renewal | Sections 17 and 18.D of the franchise agreement | Immediately cease operating the Store, cease use of franchise system and Proprietary Marks, cancel assumed or equivalent name registrations containing the Proprietary Marks or the name "Amorino", cease to use and at our option, assign to us your rights to telephone numbers, email addresses, internet websites or webpages, make certain necessary modifications to premises and de-identify the premises completely of any association with Amorino, hide all physical aspects of the brand inside and outside the premises. In particular, any visible signage, recognizable artwork or decor must be dismantled, return any proprietary information relating to the franchised business, and comply with all post termination covenants (such as covenant not to compete) set forth in franchise agreement. |
|---|---|---|
| Assign j. ment of contract by franchisor | Section 15.A of the franchise agreement | No restrictions on our right to assign, provided the assignee is capable of performing and assumes our obligations under the franchise agreement. |
| "Transfe k. |
Source: Item 17 — RENEWAL, TERMINATION, TRANSFER, AND DISPUTE RESOLUTION (FDD pages 55–67)
What This Means (2025 FDD)
According to Amorino's 2025 Franchise Disclosure Document, Item 17 provides a table that summarizes key provisions of the franchise and related agreements regarding renewal, termination, transfer, and dispute resolution. The document advises prospective franchisees to read the actual agreements attached to the disclosure document for the complete details.
Specifically, the table within Item 17 outlines franchisee obligations upon termination or non-renewal, referencing Sections 17 and 18.D of the franchise agreement. It also details Amorino's rights to assign the contract under Section 15.A of the franchise agreement, noting no restrictions as long as the assignee can perform the obligations. The definition of 'transfer' by the franchisee is found in Sections 15.B, 15.C, and 15.D of the franchise agreement, including transfers of interest or ownership by a business entity franchisee.
Item 17 also addresses dispute resolution, stating that any dispute will first be submitted to mediation under the American Arbitration Association Commercial Mediation Rules, as detailed in Section 22 of the Franchise Agreement. If mediation fails, the dispute will proceed to final and binding arbitration. Choice of forum and law are also specified in Section 22 of the franchise agreement, with Delaware law governing, subject to applicable state law, unless Amorino moves its headquarters and changes the governing law with six months' notice. The length of the franchise term is found in Section 4.1 of the area development agreement, which is five years, and renewal or extension of the term is found in Sections 4.2 and 4.3 of the area development agreement.