What is the Amorino franchisee's obligation regarding challenges to Amorino's ownership of the Proprietary Marks?
Amorino Franchise · 2025 FDDAnswer from 2025 FDD Document
prietary Marks, or any images of products or services identified by the Proprietary Marks.
F. Infringement.
- (1) You shall promptly notify Amorino after receipt of notice, becoming aware, any suspected unauthorized use of, or any challenge to the validity of the Proprietary Marks or the Copyrighted Materials, or any challenge to Amorino's or its Affiliate's ownership of, Amorino's license to use and to license others to use, or your right to use, the Proprietary Marks or Copyrighted Materials.
- (2) You acknowledge that Amorino or its Affiliate has the right to direct, control and settle any dispute, proceeding or litigation involving the Proprietary Marks or Copyrighted Materials.
- against third parties for infringement of the Proprietary Marks or Copyrighted Materials.
Source: Item 22 — CONTRACTS (FDD pages 80–81)
What This Means (2025 FDD)
According to Amorino's 2025 Franchise Disclosure Document, franchisees have specific obligations regarding the Proprietary Marks. If a franchisee becomes aware of any unauthorized use or challenges to the validity or ownership of Amorino's Proprietary Marks, they must promptly notify Amorino. This includes any challenges to Amorino's license to use and sublicense the marks.
Amorino retains the right to manage and settle any disputes or litigation related to the Proprietary Marks. Amorino will defend the franchisee against third-party claims arising from the franchisee's use of the Proprietary Marks, provided that Amorino determines the franchisee used the marks in accordance with the franchise agreement. In the event of litigation, the franchisee must execute documents and perform actions necessary for the defense or prosecution, potentially including becoming a nominal party to legal action.
Franchisees cannot contest the ownership or validity of Amorino's Proprietary Marks. They are also prohibited from engaging in any conduct that could negatively impact the ownership or registration of these marks, or Amorino's right to use or sublicense them. This ensures that the franchisee actively supports and protects Amorino's brand and intellectual property rights.
These stipulations are typical in franchising, as the franchisor's brand and trademarks are critical assets. By requiring franchisees to report infringements and prohibiting them from challenging the marks, Amorino aims to maintain the strength and integrity of its brand. Franchisees benefit from a strong, protected brand, while Amorino ensures consistent brand management across all franchise locations.