How is the Buff City Soap franchisee's Protected Area for their Makery determined?
Buff_City_Soap Franchise · 2025 FDDAnswer from 2025 FDD Document
y location other than the Premises.
- (c) Relocation. Franchisee will not relocate the Makery without the express prior written consent of Franchisor. If Franchisee is unable to continue the operation of the Makery at the Premises because of the occurrence of a Force Majeure Event, then Franchisee may request approval of Franchisor to relocate the Makery to another location in the Designated Area. Any other request to relocate the Makery will be at Franchisor's sole option. If Franchisor elects to grant Franchisee the right to relocate the Makery, then Franchisee will comply with Franchisor's then-current site selection and construction procedures.
(d) Designated Area/Protected Area.
(1) Franchisee must operate the Makery at a site within the Designated Area. Upon Franchisor's approval of the Premises and the Parties' execution of Exhibit G identifying the location of the Premises, Franchisee's Protected Area will be described in Exhibit G and deemed incorporated herein. Except as otherwise provided in this Agreement (including without limitation Franchisor's reserved rights set forth in Section 2(e)), and subject to Franchisee's full compliance with this Agreement and any other agreement between Franchisee or any of its Affiliates and Franchisor or any of its Affiliates, neither Franchisor nor any Affiliate will operate or authorize any Person other than Franchisee to operate a Buff City Soap makery in the Designated Area until Franchisee's Protected Area is identified, and thereafter will not operate or authorize any Person other than Franchisee to operate a Buff City Soap makery in the Protected Area during the Term. Notwithstanding the foregoing, this Section 2(d) will not apply to any Buff City Soap makeries operating or in development by any Person within the Designated Area as of the Effective Date.
(2) The Protected Area described above will affect where Franchisee may solicit business sell products and services. Franchisee can sell services and products to anyone from anywhere so long as such sales do not result from any direct solicitation activities outside of Franchisee's Protected Area and the services provided and products sold are being performed within the Protected Area. Franchisee acknowledges and understands that Franchisor, other franchisees, licensees and company-owned businesses reserve the same right to service customers and sell services and products to anyone from anywhere without compensation to Franchisee. Franchisee is prohibited from soliciting and marketing by any means (i.e. promotional materials, advertisements, Internet, social media, mobile applications, SMS texting, telephone, or any other means, electronic or otherwise) outside of its Protected Area and must not specifically engage in target marketing (defined below) within the Protected Area of another Buff City Soap® Makery (franchise and/or a company/affiliate owned business). Target Marketing means a concerted effort by a franchisee to solicit and obtain customers through any type of advertisement or marketing, directed at all or a portion of another franchisee's Protected Area. Franchisee may sell and ship products to people located outside of its Protected Area so long as its sales are not the result of solicitations outside its Protected Area or the result of Target Marketing activities by Franchisee.
(3) Franchisee does not have the right to establish any additional or alternative channels of distribution (i.e. the Internet, Social Media or any other electronic means, including the telephone and SMS texting) without the express written permission of Franchisor, which may be withheld in our sole discretion.
(e) Reserved Rights. Franchisor retains all rights inside and outside the Protected Area except those that are expressly granted to Franchisee in this Agreement. Without limiting Franchisor's and its Affiliate's rights described in this Section 2(e), Franchisor and its Affiliates and any other authorized Person may, among other things:
(1) Advertise and promote the System within and outside the Protected Area;
(2) Operate, and license others to operate, Buff City Soap makeries at any location outside the Protected Area, including locations that are adjacent to the Protected Area;
Source: Item 23 — Receipts (FDD pages 69–186)
What This Means (2025 FDD)
According to Buff City Soap's 2025 Franchise Disclosure Document, a franchisee must operate their Makery at a site within a Designated Area. Once Buff City Soap approves the Premises and both parties execute Exhibit G, the franchisee's Protected Area will be described in Exhibit G and incorporated into the agreement.
Buff City Soap will not operate or authorize anyone other than the franchisee to operate another Buff City Soap Makery in the Designated Area until the Protected Area is identified. After that, Buff City Soap will not operate or authorize anyone else to operate a Makery within the Protected Area during the term of the agreement. However, this protection does not apply to any Buff City Soap makeries already operating or in development within the Designated Area as of the agreement's effective date.
The Protected Area affects where a franchisee can actively solicit business and sell products and services. Franchisees can sell to anyone from anywhere, as long as the sales do not result from direct solicitation outside their Protected Area and the services are performed within it. Franchisees are prohibited from soliciting and marketing outside of their Protected Area and cannot engage in target marketing within another Buff City Soap Makery's protected area. Target Marketing is defined as a concerted effort to solicit customers through advertising directed at another franchisee's Protected Area.
Buff City Soap retains all rights inside and outside the Protected Area except those expressly granted to the franchisee in the agreement. Buff City Soap and its affiliates can advertise and promote the system within and outside the Protected Area, operate or license others to operate Buff City Soap makeries outside the Protected Area (even adjacent locations), and offer or sell products and services through various channels of distribution, except for establishing another Buff City Soap makery in the Protected Area.