Does the Buona agreement allow the use or duplication of Confidential Information in any other business?
Buona Franchise · 2025 FDDAnswer from 2025 FDD Document
r's attention through legal methods other than by disclosure by Franchisor, or which, at the time of disclosure thereof by Franchisor to Developer, had become a part of the public domain, through publication or communication by others; or which, after disclosure to Developer by Franchisor, becomes a part of the public domain, through publication or communication by others.
- 6.3 Non-disclosure Agreement. 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 Buona 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. Upon our request, you must provide us with copies of signed non-disclosure and/or noncompetition agreements signed by any Owners, managers or employees.
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 their Buona franchise. The agreement specifies that such actions would be considered an unfair method of competition, a breach of the franchise agreement, and copyright infringement. This restriction applies both during and after the term of the agreement.
Buona's definition of "Confidential Information" is broad, encompassing any non-public information related to the franchise system. This includes the operations manual, operational standards, recipes, food preparation methods, marketing materials, and accounting systems. Franchisees acknowledge that this information belongs to Buona and its affiliates and is disclosed solely for the purpose of operating a Buona restaurant.
There are limited exceptions to this non-disclosure agreement. Franchisees are not restricted from using or disclosing information that is generally known in the food and restaurant industry, provided that the information did not become publicly available due to the franchisee's disclosure. Additionally, disclosure of confidential information is permitted if legally required in legal proceedings, provided that Buona is given the opportunity to obtain a protective order to ensure confidentiality.