Does the Buona agreement require franchisees to implement procedures to prevent unauthorized use or disclosure of Confidential Information?
Buona Franchise · 2025 FDDAnswer from 2025 FDD Document
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.
The restrictions on your disclosure and use of the Confidential Information will not apply to the following: (a) information, processes, or techniques which are generally known and used in the food and restaurant industry (as long as the
Source: Item 22 — CONTRACTS (FDD page 78)
What This Means (2025 FDD)
According to Buona's 2025 Franchise Disclosure Document, franchisees are required to adopt and implement reasonable procedures to prevent unauthorized use or disclosure of confidential information. This includes restrictions on disclosing information to employees and using non-disclosure or non-competition agreements for employees who have access to confidential information. Buona may also prescribe specific procedures that franchisees must follow.
Buona franchisees must maintain the absolute confidentiality of the Confidential Information during and after the term of the Franchise Agreement. They are also prohibited from making unauthorized copies of any confidential information disclosed in written form. Upon request from Buona, franchisees must provide copies of signed non-disclosure and/or non-competition agreements from owners, managers, or employees.
These restrictions do not apply to information generally known and used in the food and restaurant industry, as long as its availability isn't due to the franchisee's disclosure. Disclosure of Confidential Information is also permitted in legal proceedings if legally required, provided Buona is given the opportunity to obtain a protective order or other assurance of confidentiality. Franchisees are also responsible for protecting their point-of-sale and computer systems from viruses and hackers and must ensure their payment processing systems comply with Payment Card Industry Data Security standards and data privacy laws.