Which provisions of the Amorino agreement survive the termination of the agreement?
Amorino Franchise · 2025 FDDAnswer from 2025 FDD Document
- (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.
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.
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.
You shall promptly pay all sums owing to us and our Affiliates.
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.
You shall pay us a delay fee of $500 U.S. Dollars for each day that you continue to violate the post-termination obligations in this Section.
Source: Item 22 — CONTRACTS (FDD pages 80–81)
What This Means (2025 FDD)
According to Amorino's 2025 Franchise Disclosure Document, several provisions of the franchise agreement survive its termination or expiration. These include the franchisee's obligation to comply with any covenants in the agreement that are specifically designed to survive termination, such as those detailed in Section 18.D. This section likely contains key post-termination obligations.
Specifically, the franchisee and their principals are subject to a non-competition covenant for two years after the agreement's termination, expiration, or a permitted transfer. This prevents them from engaging in a business that produces or sells ice cream products at retail or wholesale, other than an Amorino store operating under a current franchise agreement. This restriction applies to the location of the former franchised business, within the former protected area (or a three-mile radius if no protected area existed), or within a three-mile radius of any other Amorino store in existence or under development at the time of termination or transfer. This non-compete obligation also applies to any principal who ceases to own an interest in the franchisee, beginning from the date they no longer meet the definition of a principal.
Additionally, the franchisee must maintain the confidentiality of all confidential information, using it only in connection with the operation of the franchised business and divulging it only to employees on a need-to-know basis. This obligation extends for as long as legally permitted. Upon termination, all documents, materials, and records containing or referring to confidential information must be returned to Amorino. Amorino retains the right to take legal action to prevent the disclosure or threatened disclosure of confidential information, with the possibility of obtaining temporary and permanent restraints and an award of attorneys' fees and costs.
Finally, the franchisee is obligated to promptly pay all sums owed to Amorino and its affiliates. They must also sign a general release, along with anyone who guaranteed their obligations, releasing Amorino from any claims. Failure to comply with these post-termination obligations can result in a delay fee of $500 per day. These provisions collectively aim to protect Amorino's interests and ensure a smooth transition following the termination or expiration of the franchise agreement.