Does Amorino have the right to control any dispute involving the Proprietary Marks?
Amorino Franchise · 2025 FDDAnswer from 2025 FDD Document
- (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. Amorino shall defend you against any third-party claim, suit, or demand arising out of your use of the Proprietary Marks or the Copyrighted Materials at its own expense provided that Amorino, in its sole discretion, determines that you have used the Proprietary Marks and Copyrighted Materials in accordance with this Agreement. In the event of any litigation relating to your use of the Proprietary Marks or Copyrighted Materials, you shall execute any and all documents and do such acts as may, in the opinion of Amorino, be necessary to carry out such defense or prosecution, including, but not limited to, becoming a nominal party to any legal action. Except to the extent that such litigation is the result of your use of the Proprietary Marks or Copyrighted Materials in a manner inconsistent with the terms of this Agreement, Amorino agrees to reimburse you for your associated costs.
Source: Item 22 — CONTRACTS (FDD pages 80–81)
What This Means (2025 FDD)
According to Amorino's 2025 Franchise Disclosure Document, Amorino or its affiliate has the right to direct, control, and settle any dispute, proceeding, or litigation involving the Proprietary Marks or Copyrighted Materials. This extends to actions against third parties for infringement of these marks or materials. Amorino will also defend the franchisee against third-party claims arising from the franchisee's use of the Proprietary Marks or Copyrighted Materials, provided Amorino determines the franchisee used them in accordance with the franchise agreement.
This means that as a franchisee, you acknowledge Amorino's authority over legal matters concerning the brand's intellectual property. If someone infringes on the Amorino trademarks, Amorino has the right to decide how to handle the situation, including litigation. The franchisee is required to notify Amorino of any suspected unauthorized use or challenges to the Proprietary Marks or Copyrighted Materials.
Furthermore, in the event of litigation related to the franchisee's use of these marks or materials, the franchisee must execute necessary documents and actions to aid in the defense or prosecution, potentially becoming a nominal party to legal action. Amorino will cover associated costs unless the litigation arises from the franchisee's inconsistent use of the Proprietary Marks or Copyrighted Materials, as defined by the agreement. This ensures that Amorino maintains control over its brand identity and legal strategy, while also providing some protection to franchisees acting within the bounds of the agreement.