Does the restrictive covenant prevent a Buildingstars franchisee from providing cleaning services to someone who is not a Buildingstars customer?
Buildingstars Franchise · 2025 FDDAnswer from 2025 FDD Document
Reasonableness of the Restriction. BUILDINGSTARS intends to restrict the activities of the FRANCHISEE under Sections IX and X of this Agreement only to the extent necessary for the protection of BUILDINGSTARS' legitimate business interests. For the sake of clarity, nothing herein is to restrict FRANCHISEE from providing janitorial/cleaning services to any entity or person that is not a Customer; provided however, that the foregoing shall not alter FRANCHISEE's obligations, including but not limited to Section IX above, under this Agreement. The foregoing covenants shall be construed as severable and independent and shall be interpreted and applied consistent with the requirements of reasonableness and equity. In the event a court of competent jurisdiction shall determine the business, time, or geographic limitations contained in this Agreement are illegal, invalid or unenforceable, then, the court so holding shall reduce the limitation necessary to render such restriction enforceable by such court. BUILDINGSTARS shall have the right to reduce the scope of any covenant contained in Sections IX and X, without FRANCHISEE'S consent, effective immediately upon receipt by FRANCHISEE of written notice thereof; and FRANCHISEE shall comply with any covenant as so modified. In addition to any other remedies available at law or equity, BUILDINGSTARS shall have the right to injunctive relief for a violation or threatened violation of the foregoing. FRANCHISEE acknowledges that the restrictions imposed in this Section are reasonable and their enforcement will not cause an undue burden upon FRANCHISEE'S ability to earn a livelihood.
Source: Item 23 — RECEIPT (FDD pages 43–217)
What This Means (2025 FDD)
According to Buildingstars's 2025 Franchise Disclosure Document, the restrictive covenant does not prevent a franchisee from providing cleaning services to entities or persons who are not Buildingstars customers. The FDD clarifies that nothing restricts a franchisee from providing janitorial/cleaning services to any entity or person that is not a customer. However, this allowance does not alter the franchisee's other obligations under the agreement.
This provision aims to protect Buildingstars' legitimate business interests while allowing franchisees to pursue business opportunities outside of the Buildingstars customer base. This means a franchisee can seek cleaning contracts independently, provided they are not with existing Buildingstars customers or those they were introduced to through Buildingstars.
It's important to note that while franchisees can service non-Buildingstars customers, they must still adhere to all other obligations outlined in the franchise agreement. This may include maintaining certain service standards, protecting confidential information, and avoiding conflicts of interest. Franchisees should carefully review the entire agreement to understand the full scope of their obligations and restrictions.