Which provisions of the Amorino Franchise Agreement survive its expiration or termination?
Amorino Franchise · 2025 FDDAnswer from 2025 FDD Document
- (8) You shall promptly pay all sums owing to us and our Affiliates.
- (9) Except as limited by applicable law, 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.
- (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.
- (11) 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.
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.
11. CONFIDENTIAL INFORMATION
- A. Confidentiality. 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.
- B. Confidential Information. The term "Confidential Information" shall include, by way of example and not by way of limitation, trade secrets, know-how and other elements of the System; all customer information; all information contained in the Manual; Amorino's proprietary recipes, standards and specifications for product preparation, packaging and service; financial information of Amorino, its Affiliates or the Franchised Business; marketing plans, strategies and data relating to Amorino, the Franchised Business or the System; vendor and supplier information; all knowledge, trade secrets, or know-how concerning the methods of operation of the Franchised Business which may be communicated to you, or of which you may be apprised, by virtue of this Agreement; and all other information that Amorino designates as confidential information. However, "Confidential Information" shall not include information that is known or becomes known to the public, in the industry of which Amorino is a part or is
Source: Item 22 — CONTRACTS (FDD pages 80–81)
What This Means (2025 FDD)
According to Amorino's 2025 Franchise Disclosure Document, several obligations outlined in the franchise agreement survive its expiration or termination. These include the franchisee's commitment to promptly pay all sums owed to Amorino and its affiliates. Additionally, the franchisee is obligated to sign a general release, absolving Amorino and its affiliates from any claims. The franchisee must also adhere to any covenants within the agreement that are specifically designated to survive termination or expiration, including those detailed in Section 18.D. A failure to meet post-termination obligations results in a delay fee of $500 per day.
Furthermore, the franchise agreement contains provisions regarding non-competition after the agreement's expiration or termination. For a period of two years, the franchisee and their principals are prohibited from engaging in any business that involves the production or sale of ice cream products in competition with Amorino. 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.
Additionally, franchisees and their principals and managers must maintain the confidentiality of Amorino's confidential information, which includes trade secrets, customer data, recipes, financial information, and marketing plans. This obligation extends beyond the termination or expiration of the agreement for as long as the law permits. Upon request or termination, all documents and materials containing confidential information must be returned to Amorino. These provisions are typical in franchise agreements to protect the franchisor's brand, trade secrets, and customer relationships.