After the termination of the Amorino franchise agreement, for how long is the franchisee restricted from operating a competing business?
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 and their principals face a non-compete obligation for two years after the transfer, expiration, or termination of the franchise agreement. This restriction begins from the later of the termination date or a final court order related to the termination.
During this two-year period, the franchisee and their principals are prohibited from owning, maintaining, advising, operating, or being involved with any business that produces or sells ice cream products at retail or wholesale. This includes being employed by, making loans to, or having any interest in such a business. The restriction applies specifically to businesses located at the former franchise location, 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.
This non-compete obligation is tolled during any period of noncompliance, meaning the clock stops running if the franchisee violates the agreement and resumes once they cease the violating activity. Furthermore, Amorino requires that all principals and managers execute a Confidentiality and Non-Competition Agreement, reinforcing these restrictions.
This non-compete clause is fairly standard in franchising to protect the brand and system. Prospective Amorino franchisees should carefully consider the implications of this restriction, especially if they have significant experience or interest in the ice cream industry. They should also be aware of the geographic limitations and how they might impact future business opportunities.