What is the covenant not to sue in the context of the Afuri Ramen Dumpling franchise agreement?
Afuri_Ramen_Dumpling Franchise · 2024 FDDAnswer from 2024 FDD Document
- 3 COVENANT OF NON-USE.
You agree not to use Confidential Information or the System, except as authorized by us.
You will obligate your owners, board of directors, your employees, and your agents to the same non-use covenant.
We must approve in writing any use of Confidential Information or System by you or your owners or your directors or employees.
- 4 RETURN OF CONFIDENTIAL INFORMATION.
You agree that all originals and copies of records, data, reports, documents, lists, plans, drawings, correspondence, memoranda, notes, and other materials related to or containing any Confidential Information, in whatever form they exist, whether written, visual, audio, video, or other form of media, shall be our sole and exclusive property.
Upon request by us, you will promptly return to us all documents or other tangible property that contains Confidential Information.
- 5 RECIPES.
Without limiting the generality of the non-disclosure and non-use provisions in this Agreement, you specifically agree not to disclose or use our recipes (by yourself or by or through any other entity or individual) in any manner other than in connection with Afuri franchises pursuant to the Franchise Agreement.
6 NON-COMPETITION COVENANT.
6.1 Covenant. During the term of your association with Franchisee and for two years thereafter, you will not directly or indirectly (including by or through any other person or entity) participate as an owner, director, officer, employee, consultant, licensor, licensee, distributor, or agent, or serve in any other capacity in any business engaged in the offer, sale, or promotion of: (1) ramen, (2) other Japanese style cuisine, (3) Vietnamese pho, or (4) any business that offers products or services that are essentially the same as, or substantially similar to, the products and services that are part of the
System.
Source: Item 23 — Receipts (FDD pages 50–189)
What This Means (2024 FDD)
Based on the 2024 Afuri Ramen Dumpling Franchise Disclosure Document, the covenant not to sue is not explicitly mentioned. However, there are non-competition and non-use covenants described in the document.
The non-competition covenant states that during the term of the franchise agreement and for two years after, the franchisee cannot participate in any business that offers or promotes ramen, other Japanese-style cuisine, Vietnamese pho, or any similar products or services to Afuri Ramen Dumpling. This restriction applies to the franchisee, their owners, and affiliated entities. This covenant extends to a 50-mile radius of the franchise territory, a 50-mile radius of any location where Afuri Ramen Dumpling operates or has granted a franchise, and within the United States.
The non-use covenant prohibits franchisees from using Afuri Ramen Dumpling's confidential information or system, except as authorized. This includes obligating owners, board members, employees, and agents to the same non-use agreement. All originals and copies of records, data, reports, documents, lists, plans, drawings, correspondence, memoranda, notes, and other materials related to confidential information are the sole property of Afuri Ramen Dumpling and must be returned upon request. The franchisee also agrees not to disclose or use Afuri Ramen Dumpling's recipes in any manner other than in connection with the franchise.