What is the franchisee's obligation to operate the Amorino store in the Protected Area?
Amorino Franchise · 2025 FDDAnswer from 2025 FDD Document
- (1) Amorino grants to you the exclusive right to operate the Franchised Business at the Franchised Location in the territory to be identified as the "Protected Area" in an addendum substantially similar to the Form of Addendum (the "Protected Area"). The territory identified in such addendum as the "Protected Area" shall be the "Protected Area" for all purposes under this Agreement. During the term of this Agreement, Amorino shall not own or operate, or license or grant anyone else the right to own or operate, an Amorino Store, kiosk outlet, mobile outlet or other retail outlet under the Proprietary Marks within the Protected Area.
- (2) You acknowledge and agree that the franchise granted to you under this Agreement is nonexclusive outside of the Protected Area and that you may not operate in any way or sell any Proprietary Products or other Amorino Goods and Services outside the Protected Area if the area is reserved exclusively by Amorino or by another franchisee or such sale is otherwise in violation of this Agreement.
- (3) You further acknowledge that exclusivity of the Protected Area can be revoked upon the occurrence of any of the events which would give rise to our right to terminate this Agreement and your franchise as set forth in Section 16 of this Agreement.
- C. Reservation of Rights. Amorino retains and reserves to itself all other rights in and to the Proprietary Marks including the exclusive right to own and operate, and to grant others the right to own and operate, Amorino stores, kiosks and mobile outlets outside the Protected Area, regardless of their proximity to the Protected Area; and the right to distribute Proprietary Products and other Amorino Goods and Services through alternative channels of distribution such as grocery stores, supermarkets, convenience stores, specialty stores, restaurants, both within and outside the Protected Area, and via mail order, catalog sales and/or the Internet for delivery to customers, both within and outside the Protected Area.
- D. Right to Operate Businesses Under Different Proprietary Marks. Nothing in this Agreement prohibits or restricts Amorino from (a) owning, acquiring, establishing, operating, or granting franchise rights for one or more other businesses under a different trademark or service mark (i.e., a mark other than Amorino).
Source: Item 22 — CONTRACTS (FDD pages 80–81)
What This Means (2025 FDD)
According to Amorino's 2025 Franchise Disclosure Document, the franchisee is granted the exclusive right to operate their franchised business at the franchised location within a defined "Protected Area." This area is specified in an addendum to the franchise agreement. During the term of the agreement, Amorino commits not to operate or license others to operate an Amorino store, kiosk, mobile outlet, or other retail outlet under its trademarks within this Protected Area. This provides the franchisee with a degree of territorial exclusivity, ensuring that Amorino will not directly compete within the defined zone.
However, the franchisee's rights are limited to the Protected Area. The franchise agreement specifies that the franchisee's rights are nonexclusive outside of this area. The franchisee is prohibited from operating or selling Amorino products outside the Protected Area if that area is reserved by Amorino or another franchisee, or if such sales would violate the agreement. This clause emphasizes the importance of understanding the boundaries of the Protected Area and adhering to the restrictions on operating outside of it.
It's important to note that the exclusivity of the Protected Area is not guaranteed for the entire term of the agreement. Amorino retains the right to revoke the exclusivity if events occur that would allow Amorino to terminate the agreement and the franchise, as detailed in Section 16 of the agreement. Additionally, Amorino reserves all other rights to its trademarks, including the right to operate or franchise stores outside the Protected Area, regardless of their proximity to the Protected Area. Amorino also retains the right to distribute its products through alternative channels, such as grocery stores or online sales, both within and outside the Protected Area. These reservations highlight the limitations of the franchisee's exclusivity and the potential for Amorino to engage in other business activities that could impact the franchisee's market.
Furthermore, the agreement does not prevent Amorino from operating other businesses under different trademarks, meaning that while Amorino won't directly compete with an Amorino store in the Protected Area, they could operate a similar business under a different brand. Prospective franchisees should carefully review the terms of the franchise agreement, particularly the definition of the Protected Area and the conditions under which exclusivity can be revoked, to fully understand their rights and obligations.