factual

What rights does an Amorino franchisee have within their Protected Area?

Amorino Franchise · 2025 FDD

Answer from 2025 FDD Document

s, site plans and blueprints for the location we approve.

Once we approve your location, you will have the exclusive right to operate the Store at such location in a territory to be identified as the "Protected Area".

The Protected Area is exclusive in that, during the term of the franchise agreement, we will not own or operate, or license or grant anyone else the right to own or operate, an Amorino store, kiosk outlet, mobile outlet or other retail outlet under the Proprietary Marks within the Protected Area.

If you operate the Store in an enclosed shopping mall, your Protected Area will be the exterior boundaries of such mall.

Otherwise, your Protected Area will be described in terms of a radius surrounding the Store, which will vary depending on the type of location (such as whether your Store is located in an urban or suburban environment).

We will determine the size of the Protected Area for each franchise on a case by case basis, but in no event will the minimum Protected Area for a non-mall location be less than four blocks radius in an urban location and one-half mile radius in a non-urban location.

You may not locate or relocate your Store outside of your Protected Area, and once the site for your Store has been identified and approved, you will not be permitted to locate or relocate your Store anywhere else without our prior written approval. These limitations apply to all types of Stores, including the Mobile outlets.

Amorino Unit Franchise Disclosure Document –April 24, 2025 Page 47 of 80

Provided that you are in material compliance with this Agreement and any other agreements with Amorino or its Affiliates, we will not unreasonably condition or delay our consent to your request to relocate your Store in the event that your lease expires or terminates through no fault of your own or the premises is destroyed or damaged by fire, flood or other force majeure event, provided that none of the foregoing events results from your negligence or misconduct. You must comply with the same requirements to select, lease, construct, design and open a new location that you did in connection with the initial location: provided, however, that the Store must be open for business at the new location within 180 days of closing at the previous location. You are solely responsible for all relocation costs and expenses.

Under the franchise agreement, we do not grant to you any options or rights of first refusal to acquire additional franchises or territories. In the future, however, we may decide to offer you, in our sole discretion, the option to acquire additional franchises outside your Protected Area or the option to open new Stores within your Protected Area. We will not, however, permit you to acquire any additional franchise in an area that infringes upon the territory or Protected Area of another franchisee.

Under the franchise agreement, we do not require you to achieve certain sales volume or market penetration to maintain the exclusivity of your Protected Area. We can revoke the exclusivity of your Protected Area upon the occurrence of any events that would give rise to our right to terminate the franchise agreement. There are no other circumstances that would permit us to modify your territorial rights under the franchise agreement. From time to time, we may require additional training related to new products or services that we require your Store to sell or provide. We will provide such additional training related to new required products or services free of charge.

Territory Under an Area Development Agreement

If you sign an Area Development Agreement, we will grant you the exclusive right to open multiple Stores within a specified geographic area according to an area development schedule. Your territory will generally be defined by state, county or city boundaries, zip codes, or fixed geographical boundaries such as rivers, streets or highways. There is no specific minimum or maximum size of geographic area that we will grant you as the Area Development territory.

For the development schedule, we will specify the number of Stores that you must open by the agreed dates. You must remain in compliance with all signed Store franchise agreements to retain your territory rights. If you do not comply with the development schedule, or if any of your franchises is terminated for any reason, we will have the right to terminate the Area Development Agreement, and you will lose your exclusive rights under the Area Development Agreement to open additional Stores in your Area Development territory. You have no options, rights or first refusal, or similar rights to acquire additional geographic area to increase your territory size under the Area Development Agreement.

We may not franchise or license others, and we may not directly or indirectly develop, own, lease, construct or operate, an Amorino Store in the geographic area covered by your Area Development territory.

Source: Item 12 — TERRITORY (FDD pages 47–50)

What This Means (2025 FDD)

According to Amorino's 2025 Franchise Disclosure Document, once Amorino approves a location, the franchisee has the exclusive right to operate their store at that location within a defined "Protected Area." During the franchise agreement term, Amorino will not operate or license others to operate an Amorino store, kiosk, mobile outlet, or other retail outlet under Amorino's trademarks within this Protected Area. If the store is in an enclosed shopping mall, the Protected Area is the mall's exterior boundaries. Otherwise, it is defined by a radius around the store, varying based on whether the location is urban or suburban. The minimum Protected Area for a non-mall location is four blocks radius in an urban area and one-half mile radius in a non-urban area.

However, Amorino retains rights to distribute products under its trademarks through alternative channels like grocery stores, supermarkets, convenience stores, specialty stores, restaurants, mail order, catalogs, or the Internet, even within the franchisee's Protected Area. The franchisee cannot sell Amorino products outside their Protected Area or through any means other than directly from their store location. While franchisees may be permitted or required to solicit sales online through search engine listings or advertisements, this is only for advertising products available at their store and not for mail order or remote delivery.

Amorino does not require franchisees to meet specific sales volume or market penetration targets to maintain their Protected Area exclusivity. However, Amorino can revoke the exclusivity if events occur that would allow them to terminate the franchise agreement. The franchisee cannot relocate their store outside the Protected Area without Amorino's prior written approval. While Amorino does not grant franchisees options or rights of first refusal to acquire additional franchises or territories, they may offer franchisees the option to acquire additional franchises outside their Protected Area or open new stores within it in the future, at their sole discretion, provided it does not infringe on another franchisee's territory.

Disclaimer: This information is extracted from the 2025 Franchise Disclosure Document and is provided for research purposes only. It does not constitute legal or financial advice. Consult with a franchise attorney before making any investment decisions.