What is the geographic scope of the restriction preventing an Area Developer from operating a competing business after the termination of the Amorino agreement if there was no protected area?
Amorino Franchise · 2025 FDDAnswer from 2025 FDD Document
ed by any of your Stores or proposed to be offered by any of your Stores or offered by Amorino Stores, anywhere, whether within or outside the Area Development Territory, unless Company shall consent thereto in writing.
8.2 Post-Term.
During a two-year uninterrupted period after the expiration or termination of this Agreement, for any reason, neither Area Developer, nor any officer, director, shareholder or general partner or limited partner of a corporate or partnership franchisee, shall:
- (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 products, 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 location 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 Area Development Territory.
Source: Item 22 — CONTRACTS (FDD pages 80–81)
What This Means (2025 FDD)
According to Amorino's 2025 Franchise Disclosure Document, if an Area Developer's agreement is terminated, they face certain restrictions regarding competitive business activities. Specifically, for a two-year period after the agreement ends, the Area Developer (or their officers, directors, shareholders, or partners) cannot be involved with any business that sells gelato, ice cream, or similar products and services offered by Amorino.
The geographic scope of this restriction depends on whether the former Amorino store had a protected area. If there was no protected area, the restriction applies within a three-mile radius of the former store location. Additionally, the restriction extends to any location within the United States, its territories, or commonwealths, or any other country, province, state, or geographic area that is located at the site of any of the former stores, within a three-mile radius of any other Amorino store, or anywhere within the former Area Development Territory.
This non-compete clause aims to protect Amorino from unfair competition by preventing former Area Developers from using their knowledge and experience gained during their time with Amorino to directly compete against the franchise. The clause also restricts the Area Developer from soliciting Amorino's customers or employing Amorino's or its affiliates' employees. These obligations are tolled during any period of noncompliance, meaning the clock stops on the two-year restriction if the Area Developer violates the terms, and resumes once compliance is restored. This ensures that Amorino's interests are protected even if a former Area Developer attempts to circumvent the non-compete agreement.