Does the Buona agreement allow a franchisee to use or duplicate Confidential Information in any other business besides the development of Franchised Restaurants?
Buona Franchise · 2025 FDDAnswer from 2025 FDD Document
You agree that your relationship with us does not vest in you any interest in the Confidential Information other than the right to use it in the development of Franchised Restaurants under this Agreement, and that the use or duplication of the Confidential Information in any other business would constitute an unfair method of competition, a breach of this Agreement and copyright infringement.
You acknowledge and agree that the Confidential Information belongs to us and our affiliate, is proprietary information, and may contain trade secrets belonging to us and our affiliate and is disclosed to you or authorized for your use solely on the condition that you agree, and you therefore do agree herein, that you: (1) will not use the Confidential Information during and after the term of this Agreement in any other business or capacity; (2) will maintain the absolute confidentiality of the Confidential Information during and after the term of this Agreement; (3) will not make unauthorized copies of any portion of the Confidential Information disclosed in written form; and (4) will adopt and implement all reasonable procedures we may prescribe from time to time to prevent unauthorized use or disclosure of the Confidential Information, including restrictions on disclosure to your employees and the use of non-disclosure and/or non-competition agreements we may prescribe for your employees who have access to the Confidential Information.
Source: Item 22 — CONTRACTS (FDD page 78)
What This Means (2025 FDD)
According to Buona's 2025 Franchise Disclosure Document, franchisees are explicitly prohibited from using or duplicating Confidential Information in any business other than the development of Franchised Restaurants under the agreement. The FDD defines "Confidential Information" broadly, encompassing information relating to Buona or its system that is not publicly available. This includes the manuals, operational standards, recipes, marketing materials, and accounting systems.
The agreement states that the relationship between Buona and the franchisee does not grant the franchisee any right to the Confidential Information beyond its use in developing Buona Restaurants under the agreement. Using or duplicating this information in any other business is considered an unfair method of competition, a breach of the agreement, and copyright infringement. Franchisees acknowledge that the Confidential Information belongs to Buona and is proprietary, potentially containing trade secrets.
To protect this information, franchisees must maintain absolute confidentiality during and after the term of the agreement. They are not allowed to use the information in any other business or capacity and must prevent unauthorized copies or disclosures. Buona may also require franchisees to implement procedures and have their employees sign non-disclosure or non-competition agreements. These restrictions do not apply to information generally known in the food and restaurant industry or disclosures required by law, provided Buona has the opportunity to seek a protective order.