What is the geographic scope of the non-competition covenant for Amorino franchisees during the term of the franchise agreement?
Amorino Franchise · 2025 FDDAnswer from 2025 FDD Document
| 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)
Based on the 2025 Amorino Franchise Disclosure Document, the provided excerpts do not specify the geographic scope of the non-competition covenant during the term of the franchise agreement. The document does outline restrictions that apply for a two-year period after the franchise agreement expires or is terminated.
Specifically, after the agreement ends, a former Amorino franchisee (or their officers, directors, shareholders, or partners) cannot engage in activities that would harm the Amorino brand or system. This includes diverting customers or suppliers, employing Amorino's or its affiliates' salaried managerial employees, or participating in any business involved in the production or sale of gelato, ice cream, or related products and services.
The geographic scope of these post-termination restrictions includes (i) the location of any of the franchisee's former stores, (ii) the former protected area of any of the franchisee's stores (or a three-mile radius if there was no protected area), (iii) a three-mile radius of any other Amorino store in existence or under development, or (iv) anywhere within the franchisee's former territory. Since the provided FDD excerpts do not discuss non-competition during the franchise term, a prospective franchisee should ask Amorino for details about any restrictions that would apply while they are operating the franchise.