What constitutes conduct that impairs the goodwill associated with the marks of Kitchen Solvers, leading to a breach?
Kitchen_Solvers Franchise · 2025 FDDAnswer from 2025 FDD Document
- 7.1.1 You and each of your owners, officers and agents will not, during the Term of this Agreement, directly, indirectly or through, on behalf of, or in conjunction with any person or legal entity:
- (a) participate as an owner, director, partner, officer, franchisee, employee, consultant, advisor, salesperson, distributor, or agent or serve in any other capacity in any Competitive Business (as defined below); or
- (b) divert, or attempt to divert any present or prospective business or customer of any Business 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 the Marks and the System.
For purposes of this Agreement, the term "Competitive Business" shall mean any: (a) kitchen and/or bathroom remodeling business, cabinet refacing business and/or any other business that sells products and services similar to the products and services sold at your KITCHEN SOLVERS Business; and/or (b) business that franchises or licenses the right to open and operate a business of the type identified in (a) of this provision.
- 7.1.2 During the two (2) year period after expiration or termination of this Agreement, you and your owners, officers and agents will not directly or indirectly participate as an owner, director, partner, officer, franchisee, employee, consultant, advisor, salesperson, distributor, or agent or serve in any other capacity in any Competitive Business that is located: (a) anywhere in the Development Area; (b) within a twenty-five (25) mile radius of the Development Area; (c) within any other KITCHEN SOLVERS® franchisee's territory or within any area developer's development area; or (d) within twenty-five (25) mile radius of another franchisee's territory or another area developer's development area.
Source: Item 23 — Receipts (FDD pages 49–190)
What This Means (2025 FDD)
According to Kitchen Solvers' 2025 Franchise Disclosure Document, franchisees are prohibited from performing any act that is injurious or prejudicial to the goodwill associated with the Kitchen Solvers' marks and system. This restriction applies during the term of the Franchise Agreement. Specifically, franchisees cannot divert or attempt to divert any present or prospective business or customer of any Kitchen Solvers Business to any competitor, whether through direct or indirect inducement.
This clause is part of the non-compete agreement that Kitchen Solvers requires its franchisees to adhere to. The non-compete agreement ensures that franchisees do not engage in activities that could harm the brand's reputation or steal customers away from the Kitchen Solvers system. The term "Competitive Business" is defined as any kitchen and/or bathroom remodeling business, cabinet refacing business, or any business selling similar products and services, including those that franchise or license such businesses.
After the agreement expires or terminates, the franchisee and their owners, officers, and agents are restricted for two years from participating in a Competitive Business within the Development Area, a 25-mile radius of the Development Area, any other Kitchen Solvers franchisee's territory, or a 25-mile radius of another franchisee's territory. This post-term non-compete clause further protects Kitchen Solvers' goodwill and market position.
In practical terms, a Kitchen Solvers franchisee must avoid any action that could be seen as undermining the brand or directing customers to competitors. This includes not only overt actions like starting a competing business but also subtle actions that could harm the brand's reputation or divert business away from the Kitchen Solvers network. Compliance with these covenants is essential to maintaining the integrity of the Kitchen Solvers brand and avoiding legal repercussions.