Does Amorino have the right to modify Improvements made by the franchisee?
Amorino Franchise · 2025 FDDAnswer from 2025 FDD Document
Any such Improvement shall become Amorino's sole property and Amorino shall be the sole owner of all related patents, patent applications, and other intellectual property rights.
You and your Principals hereby assign to Amorino (or if a formal assignment is required you agree to execute such assignment) any rights you or your Principals may have or acquire in the Improvements, including the right to modify the Improvement, and waive and/or release all rights of restraint and moral rights therein and thereto.
You and your Principals agree to assist Amorino in obtaining and enforcing the intellectual property rights to any such Improvement in any and all countries and further agree to execute and provide Amorino with all necessary documentation for obtaining and enforcing such rights.
You and your Principals hereby irrevocably designate and appoint Amorino as agent and attorney-in-fact for you and for them to execute and file any such documentation and to do all other lawful acts to further the prosecution and issuance of patents or other intellectual property right related to any such Improvement.
In the event that the foregoing provisions of this Section are found to be invalid or otherwise unenforceable, you and your Principals hereby grant to Amorino a worldwide, perpetual, non-exclusive, fully-paid license to use and sublicense the use of the Improvement to the extent such use or sublicense would, absent this Agreement, directly or indirectly infringe on you or your Principals' rights therein.
Source: Item 22 — CONTRACTS (FDD pages 80–81)
What This Means (2025 FDD)
According to Amorino's 2025 Franchise Disclosure Document, any improvements made by a franchisee become the sole property of Amorino. The franchisee assigns all rights to these improvements to Amorino, which includes the right to modify them. This assignment also includes a waiver of any restraint or moral rights the franchisee might have in those improvements.
This means that once a franchisee makes an improvement to the Amorino system or store design, Amorino has the legal right to alter that improvement as they see fit. The franchisee essentially gives up control over any modifications they introduce to the business. Amorino also gains ownership of any related patents or intellectual property rights associated with the improvements.
Furthermore, the franchisee agrees to assist Amorino in securing and enforcing intellectual property rights related to any such improvement. They must provide Amorino with the necessary documentation for obtaining and enforcing these rights. Amorino is also appointed as the franchisee's agent and attorney-in-fact to execute and file any documentation related to patents or other intellectual property rights.
In the event that the assignment of rights is deemed unenforceable, the franchisee grants Amorino a worldwide, perpetual, non-exclusive, fully-paid license to use and sublicense the improvement. This ensures that Amorino can still utilize the improvement even if the initial assignment is invalidated, protecting Amorino's interests in the innovation.