Does Amorino have the right to direct the settlement of 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 retains 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. This means that Amorino maintains ultimate authority over legal matters concerning its brand and associated intellectual property.
Amorino will defend the franchisee against third-party claims arising from the franchisee's use of the Proprietary Marks and Copyrighted Materials, provided Amorino determines the franchisee used them in accordance with the franchise agreement. In the event of litigation, the franchisee must execute documents and perform acts necessary for the defense or prosecution, potentially becoming a nominal party to legal action. Amorino will cover associated costs unless the litigation results from the franchisee's use of the Proprietary Marks or Copyrighted Materials in a manner inconsistent with the agreement.
This arrangement is typical in franchising, as the franchisor needs to protect its brand and system standards. The franchisee must promptly notify Amorino of any suspected unauthorized use or challenges to the Proprietary Marks or Copyrighted Materials. This obligation ensures that Amorino can take timely action to protect its intellectual property rights. The franchisee's cooperation in legal matters is essential for Amorino to effectively defend its brand.
For a prospective franchisee, this means they must adhere to Amorino's guidelines for using the Proprietary Marks and Copyrighted Materials. Failure to do so could result in the franchisee being responsible for legal costs. It is important to understand the terms of the franchise agreement regarding the use of these marks and materials to avoid potential disputes and liabilities.