Does Buona claim common law copyright rights over the Buona Manual?
Buona Franchise · 2025 FDDAnswer from 2025 FDD Document
We do not own any patents or patents pending that are material to Buona Business. We have not filed for any copyrights, but we claim common law copyright rights over the Manual, all advertising and marketing materials, all menus and the Buona website www.buona.com. You may use the proprietary information in our Manual, so long as you follow all of the restrictions set forth in the Franchise Agreement. Any printed copies of the Manual or any other materials containing proprietary information must be destroyed or returned to us immediately upon the expiration or termination of your Franchise Agreement.
We also consider certain information, knowledge and know-how concerning us and the System to be trade secrets and proprietary information, including the standards, specifications, management systems, recipes, menus, techniques, financial information (such as product costs and sources of supply), the Manual and business operations and procedures that would, if used by others, give others a substantial competitive advantage presently enjoyed by us.
You may not, without our prior written consent, disclose, use, or permit the use of any part of the Manual or the System except as may be required by law or as authorized in the Franchise Agreement. You must use your best efforts to prevent any employee from using the System and any of the Marks, or from operating a restaurant that is substantially similar to a Buona Business. There currently are no effective determinations of the United States Patent and Trademark Office, the Unites States Copyright Office, or a court regarding any copyrighted materials.
Except in connection with the operation of your Buona Business, you must not use any proprietary information or trade secret without our written permission. You must immediately tell us if you learn about unauthorized use of this proprietary information. We are not obligated to take any action, but we will respond to this information as we deem appropriate. We will control any litigation related to the proprietary information. We will indemnify you against losses claimed by a third party concerning your authorized use of this information. Our right to use or license these copyrighted and proprietary materials is not materially limited by any agreement or known infringing use. There are no determinations of any administrative office or any court regarding these copyrighted and proprietary materials.
Source: Item 14 — PATENTS, COPYRIGHTS AND PROPRIETARY INFORMATION (FDD pages 50–51)
What This Means (2025 FDD)
According to Buona's 2025 Franchise Disclosure Document, while Buona has not filed for any copyrights, it asserts common law copyright rights over the Buona Manual. This also extends to all advertising and marketing materials, all menus, and the Buona website.
For a prospective franchisee, this means that the Buona Manual contains proprietary information that is protected under common law copyright. Franchisees are allowed to use this information as long as they adhere to the restrictions outlined in the Franchise Agreement. Upon the expiration or termination of the Franchise Agreement, all printed copies of the Manual or any other materials containing proprietary information must be either destroyed or returned to Buona immediately.
Furthermore, the FDD states that Buona considers certain information, knowledge, and know-how concerning the company and its system to be trade secrets and proprietary information. This includes standards, specifications, management systems, recipes, menus, techniques, financial information, the Manual, and business operations and procedures. Unauthorized use of this information by others could give them a substantial competitive advantage over Buona. Franchisees are obligated to prevent employees from using the Buona system or operating a restaurant substantially similar to a Buona Business.
Franchisees cannot disclose, use, or permit the use of any part of the Manual or the Buona system without prior written consent from Buona, except as required by law or authorized in the Franchise Agreement. Franchisees must inform Buona immediately if they become aware of any unauthorized use of this proprietary information. Buona retains control over any litigation related to the proprietary information and will indemnify franchisees against losses claimed by a third party concerning their authorized use of this information.