Is written approval from Bojangles required to engage in activities that would otherwise be prohibited by the non-compete covenants?
Bojangles Franchise · 2025 FDDAnswer from 2025 FDD Document
XVII. COVENANTS
- A. Franchisee acknowledges that, pursuant to this Agreement, Franchisee will receive valuable specialized training and confidential information, including, without limitation, information relating to the operational, sales, promotional, and marketing methods and techniques of Franchisor and the System. Accordingly, Franchisee covenants that:
- (1) During the term of this Agreement, except as otherwise approved in writing by Franchisor, Franchisee and its shareholders or members shall not, either directly or indirectly, for themselves, or through, on behalf of, or in conjunction with any person, persons, partnership, corporation or limited liability company:
- (a) Divert or attempt to divert any business or customer of the Restaurant to any competitor, by direct or indirect inducement or otherwise, or do or perform, directly or indirectly, any other act injurious or prejudicial to the goodwill associated with Franchisor's Proprietary Marks, Trade Dress and the System; or
- (b) Own, maintain, advise, help, invest in, make loans to, be employed by, be the landlord of, engage in, or have any interest in:
- (i) Any restaurant business which: (a) competes with any Bojangles restaurant or which sells fried chicken, biscuits and/or biscuit sandwiches, or other items which are featured menu items at Bojangles restaurants; and (b) is located within ten (10) miles from the Restaurant or any Bojangles restaurant that is open, planned for construction or under construction; or
- (ii) Any fast food restaurant business which is located (a) within ten (10) miles from the Restaurant or any Bojangles restaurant that is open, planned for
construction, or under construction, or (b) within the designated market area within which the Restaurant is situated.
(2) During the continuing uninterrupted period commencing upon the expiration or termination of this Agreement, regardless of the cause for termination, and continuing for two (2) years thereafter, except as otherwise approved in writing by Franchisor, Franchisee and its shareholders or members shall not, either directly or indirectly, for themselves, or through, on behalf of, or in conjunction with any person, persons, partnership, corporation, or limited liability company, own, maintain, advise, help, invest in, make loans to, be employed by, be the landlord of, engage in, or have any interest in:
(a) Any restaurant business which: (i) competes with any Bojangles restaurant or which sells fried chicken, biscuits and/or biscuit sandwiches, or other items which are featured menu items at Bojangles restaurants as of the termination or expiration of this Agreement, and (ii) is located within ten (10) miles from the Restaurant or any Bojangles restaurant that is open, planned for construction or under construction as of the termination or expiration of this Agreement; or
(b) Any fast food restaurant business which is located (i) within ten (10) miles from the Restaurant or any Bojangles restaurant that is open, planned for construction, or under construction as of the termination or expiration of this Agreement, or (ii) within the designated market area within which the Restaurant is situated.
B.
Paragraph XVII.A. shall not apply to ownership by Franchisee of less than two percent (2%) beneficial interest in the outstanding equity securities of any corporation which is registered under the Securities Exchange Act of 1934.
Source: Item 23 — RECEIPTS (FDD pages 82–573)
What This Means (2025 FDD)
According to Bojangles' 2025 Franchise Disclosure Document, both during the term of the agreement and for two years after the agreement's expiration or termination, franchisees are restricted from engaging in certain competitive activities, unless they receive written approval from Bojangles.
Specifically, during the term of the agreement, franchisees and their shareholders or members are prohibited from diverting business from Bojangles to competitors or engaging in actions detrimental to the goodwill associated with Bojangles' trademarks and system, unless Bojangles provides written approval. This includes owning, maintaining, advising, investing in, or being employed by any restaurant business that competes with Bojangles or sells similar menu items within a specific geographic area.
Post-termination, for a period of two years, franchisees face similar restrictions, again subject to written approval from Bojangles. They cannot be involved in any competing restaurant business within ten miles of the former Bojangles location or within the designated market area. However, these non-compete clauses do not apply to ownership of less than two percent of the equity securities of a corporation registered under the Securities Exchange Act of 1934.