factual

Under the Amorino franchise agreement, what is the liability of the franchisee and each Principal?

Amorino Franchise · 2025 FDD

Answer from 2025 FDD Document

tore in its Franchise Disclosure Document and any updates.

14. INDEPENDENT CONTRACTOR, INSURANCE AND INDEMNIFICATION

A. Independent Contractor.

  • (1) Amorino and you acknowledge and agree that you are operating the Franchised Business as an independent contractor. This Agreement does not create a fiduciary relationship between us. Nothing contained in this Agreement shall create or be construed to create a partnership, joint venture, or agency relationship between the parties. Neither party shall be liable for the debts or obligations of the other. Although you must comply with the terms of this Agreement and the System, you will have full and complete control of the manner in which you comply and full and complete control of the day-to-day operation of the Store and your business policies and practices.
  • (2) Nothing in this Agreement authorizes you to make any contract, agreement, warranty, representation or promises on our behalf, to transact business in our name or in any manner make any promises or representations on behalf of the other party, or incur any debts or obligations on behalf of us or our Affiliates, or to otherwise bind us or our Affiliates. We shall in no event assume liability for, or be deemed liable as a result of any act or omission by you in your conduct of the Store.
  • (3) You shall represent yourself to the public as an independent contractor operating the Store pursuant to a franchise from us. You shall conspicuously identify yourself and the Franchised Business in all dealings with your customers, contractors, suppliers, public officials, and others, as an independent franchisee of Amorino, and shall place notice of that fact in the form that we provide, in a conspicuous place in the Store as determined by Amorino and you.

B. Insurance Obligations.

  • (1) You shall maintain in full force and effect at all times during the term of this Agreement, at your expense, an insurance policy or policies protecting you, Amorino and its Affiliates, and their respective partners, shareholders, directors, agents, and employees, against any demand or claim with respect to personal and bodily injury, death, or property damage, or any loss, liability, or expense arising or occurring upon or in connection with the operation of the Store and the Franchised Business.
  • (2) Such policy or policies shall: (a) be written by insurer(s) licensed and admitted to write coverage in the state in which the Franchised Business is located and with a rating of "A" or better as set forth in the most recent edition of Best's Key Rating Guide; (b) name Amorino and its Affiliates, and their partners, officers, subsidiaries, Affiliates, shareholders, directors, regional directors, agents, and employees as additional insureds on a primary noncontributory basis to the general liability policy and the auto liability policy, (c) the additional insured coverage must be provided on an Additional Insured Grantor of Franchise Endorsement form CG2029 (or an endorsement form with comparable wording acceptable to

Amorino); and (d) comply with Amorino's written requirements at the time such policies are obtained, and provide at least the types and minimum amounts of coverage specified below or as described within Amorino's written notice to you.

  • (3) Such policies shall include, at the minimum, the following policies: (a) "all risk" or "special" property insurance covering all real and personal property and equipment on a replacement costs basis, including business interruption and extra expense insurance; (b) comprehensive commercial general liability insurance in an amount of not less than the following combined single limits: $2,000,000 general aggregate, $2,000,000 products/completed operations aggregate, $1,000,000 each occurrence, $1,000,000 personal and advertising injury, $50,000 fire damage legal liability, and $5,000 medical expense limit (any one person);

Source: Item 22 — CONTRACTS (FDD pages 80–81)

What This Means (2025 FDD)

According to the 2025 Amorino FDD, the franchisee operates as an independent contractor and is responsible for their own debts and obligations. Amorino is not liable for any actions or omissions by the franchisee in the operation of the store. The franchisee must represent themselves as an independent franchisee of Amorino in all dealings with customers, contractors, suppliers, and public officials.

The franchisee is required to maintain insurance policies to protect Amorino and its affiliates against claims related to personal injury, death, property damage, loss, liability, or expense arising from the operation of the store. These policies must be written by insurers licensed in the state where the franchised business is located and have a rating of "A" or better according to Best's Key Rating Guide.

Furthermore, the franchisee and their Principals are obligated to assign to Amorino any rights they may have in any improvements made to the Amorino system. They also agree to assist Amorino in obtaining and enforcing intellectual property rights related to these improvements. This includes executing necessary documentation and irrevocably appointing Amorino as their agent and attorney-in-fact for these purposes. These stipulations ensure that Amorino retains control over its intellectual property and is protected from liabilities arising from the franchisee's operations.

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.