Does the Amorino franchise agreement include post-termination covenants, such as a covenant not to compete, that the franchisee must comply with?
Amorino Franchise · 2025 FDDAnswer from 2025 FDD Document
| Franchisee' i. s obligations on termination/non -renewal | Sections 17 and 18.D of the franchise agreement | Immediately cease operating the Store, cease use of franchise system and Proprietary Marks, cancel assumed or equivalent name registrations containing the Proprietary Marks or the name "Amorino", cease to use and at our option, assign to us your rights to telephone numbers, email addresses, internet websites or webpages, make certain necessary modifications to premises and de-identify the premises completely of any association with Amorino, hide all physical aspects of the brand inside and outside the premises. In particular, any visible signage, recognizable artwork or decor must be dismantled, return any proprietary information relating to the franchised business, and comply with all post termination covenants (such as covenant not to compete) set forth in franchise agreement. |
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| Non r. competition covenants after the franchise is | Section 18.D of the franchise agreement | During a two-year uninterrupted period after the expiration or termination, neither you, nor any officer, director, shareholder or general partner or limited partner of a corporate or partnership franchisee, shall: |
| ----------------------------------------------------------------- | -------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |
| terminated or expires | (1) Divert or attempt to divert any present or prospective customer or supplier of any Amorino Store to any competitor, by direct or indirect inducement or otherwise, or do or perform, directly or indirectly, any other act injurious or prejudicial to the goodwill associated with the proprietary marks and the system. | |
| (2) Employ or seek to employ any person who is or has been | ||
| within the previous 30 days employed by Amorino or an | ||
| Affiliate of Amorino as a salaried managerial employee, or | ||
| otherwise directly or indirectly induce such person to leave his | ||
| or her employment. | ||
| (3) Own, maintain, advise, operate, engage in, be employed | ||
| by, make loans to, invest in, provide any assistance to, or have | ||
| any interest in (as owner or otherwise) or relationship or | ||
| association with, any business that engages in the production | ||
| or sale at retail or wholesale of gelato or other ice cream | ||
| maintenance, and any other products or services offered by | ||
| your Store or proposed to be offered by your Store or offered | ||
| by Amorino stores, at any location within the United States, | ||
| its territories or commonwealths, or any other country, | ||
| province, state or geographic area that (i) is, or is intended to | ||
| be, located at the acquisition of any of your former stores; (ii) | ||
| within the former protected area of any of your stores (or, if | ||
| there was no protected area, | ||
| within a three-mile radius of the | ||
| store); (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; or (iv) anywhere within your former | ||
| territory. |
Source: Item 17 — RENEWAL, TERMINATION, TRANSFER, AND DISPUTE RESOLUTION (FDD pages 55–67)
What This Means (2025 FDD)
According to Amorino's 2025 Franchise Disclosure Document, the franchise agreement includes post-termination obligations, including a covenant not to compete. Upon termination or expiration of the franchise agreement, the franchisee must immediately cease operating the store, discontinue using the Amorino franchise system and proprietary marks, and cancel any assumed name registrations containing "Amorino". They must also transfer telephone numbers, email addresses, and internet websites to Amorino, modify the premises to remove any association with Amorino, and return all proprietary information.
Specifically, for a two-year period after termination or expiration, the franchisee (including its officers, directors, shareholders, and partners) is restricted from certain competitive activities. This includes diverting customers or suppliers from any Amorino store, employing individuals recently employed by Amorino, and engaging in any business involved in the production or sale of gelato or ice cream that competes with Amorino.
The non-compete restrictions apply within the United States, its territories, and other countries, specifically targeting locations at or near former Amorino stores, within a three-mile radius of former stores or other Amorino locations, and within the franchisee's former territory. These restrictions are designed to protect Amorino's market share and goodwill by preventing former franchisees from leveraging their experience and knowledge to compete against the franchise shortly after leaving the system.
Prospective franchisees should carefully review Section 18.D of the Amorino franchise agreement to fully understand the scope and limitations of these post-termination covenants. Understanding these restrictions is crucial for planning future business ventures after the franchise agreement ends.