Can Amorino reduce the scope of any covenant in Section 18 without the franchisee's consent?
Amorino Franchise · 2025 FDDAnswer from 2025 FDD Document
The parties acknowledge and agree that Amorino shall have the right, in its sole discretion, to reduce the scope of any covenant set forth in this Section 18, or any portion thereof, without your consent or the consent of any Principal, effective immediately upon delivery of written notice to the affected party; and you and each Principal agree that such person shall comply forthwith with any covenant as so modified.
You and each Principal expressly agree that the existence of any claims you may have against Amorino, whether or not arising from this Agreement, shall not constitute a defense to Amorino's enforcement of the covenants in this Section 18.
You and each Principal agree to pay all costs and expenses (including reasonable attorneys' fees) incurred by Amorino in connection with the enforcement of this Section 18.
Source: Item 22 — CONTRACTS (FDD pages 80–81)
What This Means (2025 FDD)
According to Amorino's 2025 Franchise Disclosure Document, Amorino has the right to reduce the scope of any covenant in Section 18 without the franchisee's consent. This includes the Confidentiality and Non-Competition Agreement that each principal and manager must sign.
This provision means that Amorino can unilaterally modify the restrictions placed on franchisees and their personnel regarding confidentiality and competition. The reduction in scope is effective immediately upon written notice. The franchisee and their principals are obligated to comply with the modified covenant.
This clause also stipulates that any claims a franchisee may have against Amorino do not constitute a defense against Amorino's enforcement of the covenants in Section 18. Furthermore, the franchisee is responsible for covering all costs and expenses, including attorney's fees, incurred by Amorino in enforcing Section 18. This could create a financial burden for the franchisee if disputes arise over the non-compete or confidentiality agreements.
This type of clause is not uncommon in franchise agreements, as franchisors often seek to maintain control over their brand and protect their proprietary information. However, the ability to unilaterally reduce the scope of covenants provides Amorino with significant flexibility, potentially altering the competitive landscape for the franchisee during the term of the agreement.