Does the Amorino franchise agreement allow Amorino to sell its rights to the Copyrighted Materials?
Amorino Franchise · 2025 FDDAnswer from 2025 FDD Document
ch identifications and notices shall comply with the standards set forth in the Manual.
- B. Amorino's Representations. Amorino represents to you that it has obtained from its Affiliate a license to use, and to sublicense to you the right to use, the Proprietary Marks and the Copyrighted Materials in accordance with the terms and conditions of this Agreement.
- C. Acknowledgments. You expressly acknowledge and agree that:
- (1) Amorino or its Affiliate owns all right, title, and interest in and to the Proprietary Marks and the Copyrighted Materials, and the goodwill associated with the Proprietary Marks and the Copyrighted Materials, and that you have no ownership interest in the Proprietary Marks or the Copyrighted Materials;
- (2) if you are a Business Entity, you will not in the name of your Business Entity use the Proprietary Marks or any part thereof, or any marks, names or indicia of origin that are or may be confusingly similar to the Proprietary Marks;
- (3) any and all goodwill associated with the Store and identified by the Proprietary Marks is Amorino's property and shall inure directly and exclusively to the benefit of Amorino;
- (4) any use of the Proprietary Marks or the Copyrighted Materials other than as expressly authorized by this Agreement, without Amorino's prior written consent, may constitute an infringement of Amorino's rights herein; and
- (5) the right to use the Proprietary Marks and the Copyrighted Materials granted in this Agreement does not extend beyond the termination or expiration of this Agreement, and upon the expiration or termination of this Agreement for any reason, no monetary amount shall be attributable to any goodwill associated with your use of the Proprietary Marks or the Copyrighted Materials.
- D. Use of the Proprietary Marks. You shall use only the Proprietary Marks designated by Amorino, in the manner that Amorino authorizes and permits, and shall use them with the symbols "®", "TM" , or "SM", as appropriate.
Source: Item 22 — CONTRACTS (FDD pages 80–81)
What This Means (2025 FDD)
Based on the 2025 Amorino Franchise Disclosure Document, Amorino or its affiliate retains all rights, title, and interest in the Copyrighted Materials. The franchisee acknowledges that they have no ownership interest in these materials. The agreement specifies that the franchisee's use of the Copyrighted Materials is limited to what is expressly authorized and that any unauthorized use may infringe upon Amorino's rights. Upon termination or expiration of the franchise agreement, the right to use the Copyrighted Materials ceases, and no monetary value is attributed to any goodwill associated with their use.
Amorino also retains the right to modify the system, including the products and services offered, which implies control over the Copyrighted Materials related to these aspects. The franchisee is required to promptly notify Amorino of any suspected unauthorized use or challenges to the validity of the Copyrighted Materials. Amorino has the right to direct, control, and settle any disputes involving the Copyrighted Materials, further emphasizing their control over these assets.
While the FDD excerpts detail Amorino's ownership and control over the Copyrighted Materials and the franchisee's limited rights to use them, the excerpts do not explicitly state whether Amorino can sell its rights to the Copyrighted Materials. However, the comprehensive control and ownership rights retained by Amorino suggest that they likely possess the right to sell or transfer these rights. A prospective franchisee should seek clarification from Amorino regarding their ability to sell or transfer the Copyrighted Materials.