Can Amorino sell its rights to the Proprietary Marks?
Amorino Franchise · 2025 FDDAnswer from 2025 FDD Document
A. Transfer by Amorino.
- (1) We shall have the right to transfer or assign all or any part of our rights or obligations in this Agreement to any person or Business Entity, provided that, with respect to any assignment resulting in the subsequent performance by the assignee of our obligations under this Agreement, the assignee (a) shall, at the time of the assignment, be capable of performing such obligations, and (b) shall expressly assume and agree to perform such obligations from the date of assignment.
- (2) Without limiting our rights as set forth in Section 15.A(1), you expressly affirm and agree that we may now or any time in the future:
- a. sell our assets, the Proprietary Products, our rights to the Proprietary Marks, the Copyrighted Materials, or the System;
- b. engage in a public offering or private placement of some or all of our securities;
- c. merge with or acquire other Business Entities, or be acquired by
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 transfer or assign all or any part of its rights or obligations in the Franchise Agreement to any person or business entity. This includes the right to sell its assets, the Proprietary Products, its rights to the Proprietary Marks, the Copyrighted Materials, or the System.
For a potential franchisee, this means that the ownership of the Amorino franchise system, including the brand's trademarks and operational methods, could change hands. While Amorino must ensure that any assignee is capable of performing the obligations under the agreement and expressly assumes those obligations, there is still a risk that a new owner could have a different vision for the brand or may not be as effective in supporting franchisees.
This transfer could occur through various means, including the sale of assets, a public offering or private placement of securities, a merger or acquisition, or a financial restructuring. Amorino also has the right to purchase, merge, acquire, or affiliate with other businesses, even those that are competitive, as long as they do not use Amorino's Proprietary Marks or characteristics after the transaction. This clause provides Amorino with significant flexibility in structuring its business and potentially expanding its reach, but it also introduces uncertainty for franchisees regarding the future direction of the brand.