Is the Kitchen Solvers non-compete agreement in addition to the agreement to not use trade secrets?
Kitchen_Solvers Franchise · 2025 FDDAnswer from 2025 FDD Document
7. COVENANTS: NON COMPETITION/CONFIDENTIALITY/COMPLIANCE WITH LAWS
7.1 Non-Compete
- 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)
Based on the 2025 Kitchen Solvers Franchise Disclosure Document, the franchise agreement includes covenants related to non-competition, confidentiality, and compliance with laws. The non-compete agreement prevents franchisees and their owners, officers, and agents from participating in any Competitive Business during the term of the agreement and for two years after the agreement expires or terminates. A Competitive Business is defined as any kitchen and/or bathroom remodeling business, cabinet refacing business, or any business that sells similar products and services, or franchises/licenses the right to operate such a business.
The non-compete extends to the Development Area, a 25-mile radius around it, any other Kitchen Solvers franchisee's territory, or a 25-mile radius around another franchisee's territory. The FDD does not explicitly state whether the non-compete agreement is in addition to an agreement to not use trade secrets. However, the title of section 7 suggests that non-competition and confidentiality are separate covenants.
Because the FDD does not explicitly clarify whether the non-compete is in addition to trade secret protections, prospective Kitchen Solvers franchisees should seek clarification from the franchisor regarding the specific scope and terms of the confidentiality and non-compete agreements to fully understand their obligations. It would be prudent to consult with a legal professional to ensure full comprehension of these clauses and their implications.