Under the Amorino agreement, what does the term 'Affiliate' mean?
Amorino Franchise · 2025 FDDAnswer from 2025 FDD Document
The Company's primary purpose is to act as the U.S. franchisor for Amorino. Substantially all services as the franchisor are provided by the Parent and Amorino Trading, LLC (the "Affiliate", an affiliated company under common control).
Over the term of the agreement, franchisees are permitted to purchase ingredients and supplies from the affiliate.
To the extent any such taxes are required by law to be collected from you and paid over by Amorino or any of its Affiliates to a taxing authority (a) on account of revenue from the sale of all products and services related to the Franchised Business and all other income of any kind related to the Franchised Business, or (b) on account of the initial franchise fee or any other fee paid by you to Amorino or its Affiliates, then Amorino may elect in its discretion to collect the amount of such taxes from you and promptly pay the tax collections to the appropriate tax authority; provided, however, that unless Amorino so elects, it shall be your responsibility to pay all such taxes directly to the appropriate tax authority.
Source: Item 22 — CONTRACTS (FDD pages 80–81)
What This Means (2025 FDD)
According to the 2025 Amorino FDD, the term 'Affiliate' refers to Amorino Trading, LLC, which is an affiliated company under common control. Amorino USA Corp. has a wholly-owned subsidiary named CPUSA LLC.
This definition is important for prospective franchisees because it clarifies the relationships between the different entities involved in the Amorino franchise system. Understanding which entity is responsible for which aspects of the franchise operation can help franchisees navigate their contractual obligations and interactions with the franchisor.
For example, the FDD states that franchisees may purchase ingredients and supplies from the affiliate, Amorino Trading, LLC. Additionally, Amorino or its Affiliates may need to collect and pay taxes related to the Franchised Business, or fees paid by the franchisee, and may seek reimbursement for such payments. Therefore, understanding the term 'Affiliate' is essential for franchisees to understand their obligations regarding supplies and tax-related matters.