Is there an exception to the non-competition agreement in the Beyond Juicery Eatery Franchise Agreement for investments in Publicly-Held Entities?
Beyond_Juicery_Eatery Franchise · 2025 FDDAnswer from 2025 FDD Document
s, agents, employees, representatives, or consultants. The Franchisee Parties shall provide a certificate to the Company, in a form satisfactory to the Company, that all of the foregoing have in fact been returned and/or destroyed.
3) Non-competition.
- a) The Franchisee Parties acknowledge that the Confidential Information and all other aspects of the Company's System are highly valuable assets of the Company, that the Company owns the Confidential Information, and the Franchisee Parties agree that the Franchisee Parties, including but not limited to Franchisee's officers, directors, members, executives, managers, and Owner's immediate family members and members of Owner's household, shall not, without the prior written consent of the Company (i) during the term of the Franchise Agreement, directly or indirectly, including, without limitation, individually or in partnership or jointly or in conjunction with any person, as principal, agent, shareholder, member, partner, or other equity owner, or in any other manner whatsoever, carry on, be engaged in, or be concerned with or interested in, or advise, lend money to, guarantee the debts or obligations of, or permit their name(s) or any part thereof to be used or employed by any person or entity engaged in, or concerned with or interested in any Competing Business (except that this restriction shall not apply to an interest for investment purposes only in any Publicly-Held Entity, so long as such Franchisee Party is not a director, officer, or manager thereof, or consultant thereto); and (ii) for a period of thirty-six (36) months from the date of expiration, termination, or any other end of the Franchise Agreement, regardless of the reason or reasons, directly or indirectly, including, without limitation, individually or in partnership or jointly or in conjunction with any person, engage as an owner, member, shareholder, partner, equity owner, director, officer, employee, consultant, salesperson, representative, or agent of, in any other capacity, in any Competing Business within:
- (1) The Designated Area;
- (2) The geographic area encompassed by the Designated Area of any of the Company's franchisees as of the date of termination, expiration, or other end of the Franchise Agreement;
Source: Item 22 — CONTRACTS (FDD page 60)
What This Means (2025 FDD)
According to the 2025 Beyond Juicery Eatery Franchise Disclosure Document, the non-competition agreement does have an exception for investments in Publicly-Held Entities. Franchisees and related parties can hold an interest for investment purposes in any Publicly-Held Entity without violating the non-competition agreement.
However, this exception applies only if the Franchisee Party is not a director, officer, or manager of the Publicly-Held Entity, or a consultant to it. This means a franchisee can invest in a publicly traded company, even if it's a Competing Business, as long as they don't have an active role in managing or advising the company.
The FDD also defines "Publicly-Held Entity" as a corporation or other entity whose equity securities are registered under applicable law, widely held by the public, and traded on a public securities exchange or over the counter under applicable law. This clarifies the type of entity that falls under this exception to the non-competition agreement for Beyond Juicery Eatery franchisees.