Under what circumstances will Amorino reimburse an Amorino franchisee's costs associated with litigation relating to the Proprietary Marks?
Amorino Franchise · 2025 FDDAnswer from 2025 FDD Document
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 will defend a franchisee against third-party claims arising from the franchisee's use of Amorino's Proprietary Marks or Copyrighted Materials, provided Amorino determines the franchisee used them in accordance with the franchise agreement.
In the event of litigation related to a franchisee's use of Amorino's Proprietary Marks or Copyrighted Materials, the franchisee must execute all necessary documents and actions to aid in the defense or prosecution, including becoming a nominal party to legal action. Amorino will reimburse the franchisee for associated costs, except if the litigation results from the franchisee using the Proprietary Marks or Copyrighted Materials in a manner inconsistent with the terms of the franchise agreement.
This means that if an Amorino franchisee is sued for using Amorino's trademarks or copyrighted materials correctly as outlined in the agreement, Amorino will cover the franchisee's legal costs. However, if the franchisee misuses these marks or materials, they will be responsible for their own legal defense costs. This provision protects franchisees acting within the bounds of the franchise agreement while ensuring they bear responsibility for unauthorized use.