What does the Buona agreement state regarding the use or duplication of Confidential Information in other businesses?
Buona Franchise · 2025 FDDAnswer from 2025 FDD Document
- 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 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.
Upon our request, you must provide us with copies of signed non-disclosure and/or non-competition 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 availability is not because of a disclosure by you) and (b) disclosure
Source: Item 22 — CONTRACTS (FDD page 78)
What This Means (2025 FDD)
According to Buona's 2025 Franchise Disclosure Document, the franchise agreement strictly prohibits the use or duplication of confidential information in any business other than the franchised Buona restaurant. The agreement specifies that the franchisee's relationship with Buona grants them the right to use confidential information solely for the development of Buona restaurants under the franchise agreement. Any unauthorized use or duplication is considered an unfair method of competition, a breach of the agreement, and copyright infringement.
Buona defines "Confidential Information" as any non-public data related to the franchisor or the Buona system. This includes, but is not limited to, the operations manual, operational standards, recipes, food preparation methods, marketing materials, and accounting systems. The franchisee acknowledges that this information belongs to Buona and is proprietary, potentially containing trade secrets.
The agreement requires franchisees to maintain absolute confidentiality both during and after the term of the agreement. Franchisees must not use the confidential information in any other business or capacity and must prevent unauthorized copies or disclosures. Buona may also require franchisees to implement procedures, including non-disclosure and non-competition agreements for employees, to protect this information. These restrictions do not apply to information generally known in the food and restaurant industry, provided that the franchisee did not cause the information to become publicly known, or to disclosures required by law in legal proceedings, provided Buona is given the opportunity to obtain a protective order.