Besides the general release, what other obligations survive the termination or expiration of the Amorino franchise agreement?
Amorino Franchise · 2025 FDDAnswer from 2025 FDD Document
- (8) You shall promptly pay all sums owing to us and our Affiliates.
- (9) Except as limited by applicable law, you shall sign a general release, and cause each person who has guaranteed your obligations under this Agreement to sign, a general release in a form satisfactory to us, of any and all claims you may have against Amorino, our subsidiaries and Affiliates and our/their respective officers, directors, managers, members, shareholders, and partners in our/their corporate/company and individual capacities.
- (10) You shall comply with any covenants contained in this Agreement that survive termination or expiration of this Agreement, including the covenants set forth in Section 18.D.
11. CONFIDENTIAL INFORMATION
- A. Confidentiality. You shall maintain the confidentiality of all Confidential Information. You shall use Confidential Information only in connection with the operation of the Franchised Business, and shall divulge Confidential Information only to your employees and only on a need to know basis. This obligation shall survive termination or expiration of this Agreement] for as long a period as permitted by law.
- B. Confidential Information. The term "Confidential Information" shall include, by way of example and not by way of limitation, trade secrets, know-how and other elements of the System; all customer information; all information contained in the Manual; Amorino's proprietary recipes, standards and specifications for product preparation, packaging and service; financial information of Amorino, its Affiliates or the Franchised Business; marketing plans, strategies and data relating to Amorino, the Franchised Business or the System; vendor and supplier information; all knowledge, trade secrets, or know-how concerning the methods of operation of the Franchised Business which may be communicated to you, or of which you may be apprised, by virtue of this Agreement; and all other information that Amorino designates as confidential information. However, "Confidential Information" shall not include information that is known or becomes known to the public, in the industry of which Amorino is a part or is
otherwise discoverable by lawful means.
- D.
Non-Competition After Expiration or Termination of Agreement.
Commencing upon the later of: (a) a transfer permitted under this Agreement, expiration of this Agreement, or termination of this Agreement (regardless of the cause for termination) or (b) a final court order (after all appeals have been taken) with respect to any of the foregoing events or with respect to enforcement of this Section, and continuing for an uninterrupted period of two years thereafter, you and each of your Principals, shall not either directly or indirectly, for yourselves, or through, on behalf of, or in conjunction with any person, persons, or legal entity, own, maintain, advise, operate, engage in, be employed by, make loans to, or have any interest in or relationship or association with a business that engages in the production or sale at retail or wholesale of ice cream products, other than a Amorino Store operated pursuant to a then currently effective franchise agreement with Amorino, and (i) is, or is intended to be, located at the location of the former Franchised Business; (ii) within the former Protected Area of the Store (or, if there was no protected area, within a three-mile radius of the Store); or (iii) within a three-mile radius of any other store operating under the System and Proprietary Marks in existence or under development at the time of such expiration, termination or transfer.
Source: Item 22 — CONTRACTS (FDD pages 80–81)
What This Means (2025 FDD)
According to Amorino's 2025 Franchise Disclosure Document, several obligations extend beyond the termination or expiration of the franchise agreement. These include the franchisee's duty to promptly pay all outstanding sums to Amorino and its affiliates. Additionally, franchisees must adhere to any covenants within the agreement that are specifically designed to survive termination, as detailed in Section 18.D of the agreement.
Another significant post-termination obligation is maintaining the confidentiality of Amorino's confidential information. This obligation covers trade secrets, know-how, customer information, proprietary recipes, financial data, marketing plans, and vendor details. Franchisees are prohibited from divulging this information and must return all related documents and materials to Amorino upon termination. Amorino retains the right to pursue legal action to prevent the disclosure of confidential information and can seek injunctive relief and attorney's fees in such cases.
Furthermore, franchisees and their principals are subject to non-competition restrictions. For a period of two years after termination or expiration, they cannot engage in any business involved in the production or sale of ice cream products within a specific radius of the former Amorino store or any other Amorino store. This restriction applies to ownership, operation, employment, and any form of association with a competing business. Principals and managers are also required to execute confidentiality and non-competition agreements, reinforcing these post-termination obligations.