Can I provide assistance to a business that competes with Amorino after the franchise agreement terminates?
Amorino Franchise · 2025 FDDAnswer from 2025 FDD Document
- 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.
If any Principal ceases to own an interest in the Franchisee for any reason during the franchise time, the foregoing covenants shall apply to the departing Principal for a two-year period beginning on the date such person ceases to meet the definition of a Principal.
The obligations described in this Section shall be tolled during any period of noncompliance.
- E.
Confidentiality and Non-Competition Agreements to Be Executed by Your Principals and Managers.
Each of your Principals and managers shall execute and deliver to us a Confidentiality and Non-Competition Agreement in the form of Attachment C.
Source: Item 22 — CONTRACTS (FDD pages 80–81)
What This Means (2025 FDD)
According to Amorino's 2025 Franchise Disclosure Document, franchisees are subject to certain non-compete restrictions both during the term of the franchise agreement and for a period after termination or expiration. Specifically, for two years after the agreement ends, franchisees (and their Principals) are restricted from involvement with any business that produces or sells ice cream products at retail or wholesale. This includes owning, maintaining, advising, operating, being employed by, making loans to, or having any interest in such a business.
The restrictions apply within specific geographic areas: the location of the former Amorino franchise, the former protected area (or a three-mile radius if there was no protected area), or within a three-mile radius of any other Amorino store in existence or under development at the time of termination or transfer. This means that after leaving the Amorino system, a former franchisee cannot immediately set up a competing ice cream business in close proximity to their old location or other Amorino locations.
These non-compete obligations are tolled during any period of noncompliance, meaning the clock restarts if a franchisee violates the agreement. Additionally, Principals of the franchise are also bound by these restrictions, even if they cease to be involved with the franchise during the franchise term; the two-year non-compete period applies to them from the date they cease being a Principal. To ensure compliance, Amorino requires Principals and managers to sign a Confidentiality and Non-Competition Agreement. Therefore, after the franchise agreement terminates, you are restricted from providing assistance to a competing business for a period of two years in specific locations.