What authorization does the Buona Franchisor provide to the franchisee regarding improvements developed by other franchisees?
Buona Franchise · 2025 FDDAnswer from 2025 FDD Document
If any of the Improvements are copyrightable materials, they shall be works made for hire within the meanings of the United States Copyright Act and, to the extent such copyrighted materials do not automatically accrue or inure to Franchisor or Franchisor's affiliate, Franchisee irrevocably assigns and agrees to assign to Franchisor and/or Franchisor's affiliate, and their successors and assigns, the entire right, title and interest in perpetuity throughout the world in and to any and all rights, including all copyrights and related rights, in such copyrighted materials, which Franchisor and/or Franchisor's affiliate and the author of such copyrighted materials warrant and represent as being created by and wholly original with the author.
Where applicable, Franchisee agrees to obtain any other assignments of rights in the Improvements from another person or entity necessary to ensure Franchisor's right to the Improvements as required in this Section.
Source: Item 23 — RECEIPTS (FDD pages 78–356)
What This Means (2025 FDD)
According to Buona's 2025 Franchise Disclosure Document, any improvements made to the Buona system, including copyrightable materials, are considered "works made for hire" under United States Copyright Act. This means that Buona, or its affiliate, automatically owns the rights to these improvements.
To the extent that the copyright does not automatically transfer to Buona or its affiliate, the franchisee irrevocably assigns all rights, titles, and interests in these improvements to Buona or its affiliate. This assignment includes all copyrights and related rights, ensuring that Buona has complete ownership of any new developments or modifications to the system.
The franchisee is also responsible for obtaining any necessary assignments of rights from other individuals or entities involved in creating the improvements to ensure Buona's ownership. This comprehensive transfer of rights allows Buona to maintain control over the brand and system standards, ensuring uniformity and quality across all franchise locations. This also allows Buona to implement successful improvements across all locations without legal encumbrance.