What actions are considered injurious to the goodwill associated with the Marks and System of Buff City Soap?

According to the 2025 Buff City Soap Franchise Agreement, several actions can be considered injurious or prejudicial to the goodwill associated with the Marks and System. These include diverting or attempting to divert any actual or prospective business or customer of any of the Makeries to any Competitive Business, either directly or indirectly. Additionally, performing any other act, directly or indirectly, that could harm the goodwill associated with the Buff City Soap trademarks and the System is prohibited.

These restrictions apply during the term of the Franchise Agreement and extend for a period after the agreement's expiration, termination, or transfer. Specifically, for two years after the agreement ends, the franchisee and its principals cannot engage in these activities. During the term, these restrictions apply to any Competitive Business located within the United States (excluding Developer's Existing Brands). Following the expiration of the Term, termination of this Agreement, or an approved Transfer of this Agreement and with respect to a Principal, following the date the Principal ceases to be a Principal under this Agreement, this restriction will apply to any Competitive Business located (1) within the Territory; (2) at or within three miles of any Buff City Soap Makery then operating or under construction within or outside the United States, except as otherwise approved in writing by Franchisor.

For a prospective Buff City Soap franchisee, this means that upon exiting the franchise system, they are significantly restricted from operating or being involved with any competing business. The franchisee should carefully consider the scope and duration of these non-compete provisions, as violating them could result in legal action from Buff City Soap. It is also important to understand what constitutes a "Competitive Business" as defined in the Franchise Agreement to ensure compliance. This clause is fairly standard in franchising to protect the brand and system that the franchisee has been trained in and profited from during the agreement term.