What page outlines the Buff City Soap non-compete agreement?
Buff_City_Soap Franchise · 2025 FDDAnswer from 2025 FDD Document
ions, Developer will promptly designate another Designated Principal who possesses the qualifications listed above.
(e) Management and Personnel. At all times throughout the Term, Developer will and will cause its Affiliates (as Franchisee) to hire, train and supervise Personnel sufficient to meet its obligations under this Agreement in accordance with the Standards or otherwise in writing by Franchisor. Developer will maintain a competent, conscientious, trained staff and take such steps as are necessary to ensure that its Personnel preserve good customer relations and fully comply with Applicable Law.
8. RESTRICTIVE COVENANTS.
Developer recognizes that Franchisor has developed and owns the goodwill in the Brand and must protect the Marks, Confidential Information, and System. Developer and its Principals each acknowledges and agrees that the access to and use of Confidential Information authorized by this Agreement are among the consideration for the restrictive covenants set forth in Section 8(a) and are necessary to prevent Franchisor from suffering irreparable harm. THE FOREGOING ACKNOWLEDGMENTS AND AGREEMENTS ARE A MATERIAL INDUCEMENT FOR FRANCHISOR TO ALLOW DEVELOPER AND ITS PRINCIPALS TO HAVE ACCESS TO AND USE CONFIDENTIAL INFORMATION.
- (a) Non-Compete. Developer and each of its Principals covenant and agree that during the Term, and for a continuous uninterrupted period of two years following its expiration, termination, or an approved Transfer and with respect to a Principal, following the date the Principal ceases to be a Principal under this Agreement, Developer and each of its Principals, as applicable, will not, without Franchisor's prior written consent, either directly or indirectly, for itself or themselves, or through, on behalf of, or in conjunction with, any Person, firm, partnership, corporation, or other Entity:
- (1) Divert or attempt to divert any actual or prospective business or customer of any of the Makeries to any Competitive Business, by direct or indirect inducement or otherwise.
- (2) Do or perform directly or indirectly any other act injurious to or prejudicial to the goodwill associated with the Marks and the System;
- (3) Own, maintain, operate, be employed by, engage in, franchise, lease property to, advise, help, make loans to, or have any interest in, either directly or indirectly, any Competitive Business. During the Term, these restrictions apply to any Competitive Business located within the United States (excluding Developer's Existing Brands).
Source: Item 23 — Receipts (FDD pages 69–186)
What This Means (2025 FDD)
According to the 2025 Buff City Soap FDD, the non-compete agreement for developers and principals is outlined in Item 23, Section 8(a). This section states that during the term of the agreement and for two years after its expiration, termination, or transfer, the developer and principals are restricted from engaging in any competitive business without prior written consent from Buff City Soap. This includes diverting customers, performing actions harmful to the goodwill of the brand, or being involved in any competitive business.
During the term of the agreement, these non-compete restrictions apply to any competitive business located within the United States, excluding the developer's existing brands. After the agreement ends, the restrictions apply to any competitive business located within the territory or within three miles of any operating or under-construction Buff City Soap location, unless otherwise approved by Buff City Soap in writing.
The FDD also specifies that if any part of these restrictions is deemed unreasonable in terms of time or distance, the time or distance may be reduced by a court order to what is considered reasonable. Furthermore, any period of non-compliance with these obligations will not count towards fulfilling the two-year non-compete period. Additionally, the Operator, who manages the Buff City Soap location, will execute the Operator's Confidentiality and Non-Compete Agreement attached to the Agreement as Exhibit D.
For a prospective Buff City Soap franchisee, this means that they and their principals must be prepared to avoid any competitive business ventures during the franchise term and for two years afterward. This restriction covers a wide geographic area, especially after the franchise agreement ends, potentially limiting business opportunities. The franchisee should carefully consider these limitations and seek legal counsel to fully understand the implications of the non-compete agreement before investing in a Buff City Soap franchise.