What does Buona consider 'Trade Secrets' in relation to the franchised business?
Buona Franchise · 2025 FDDAnswer from 2025 FDD Document
The Manual may include but is not limited to a Restaurant Operations Manual, a Policies and Procedures Manual and Recipe Manual.
The Manuals shall remain the sole property of Franchisor and must be returned to Franchisor at Franchisor's direction.
Franchisee, and its Principals acknowledge that the contents of the Manuals and Franchisee's knowledge of Franchisor's processes, services, products, know-how and the System, are secret, unique, and confidential and contain trade secrets and other material proprietary to Franchisor.
Franchisee acknowledges that its entire knowledge of the operation of the Franchised Business is and shall be derived from information disclosed to Franchisee by Franchisor and that certain of the information is proprietary, confidential and a Trade Secret of Franchisor. "Trade Secrets" refers to the whole or any portion of know-how, knowledge, methods, specifications, processes, procedures or improvements regarding the Franchised Business or the System that is valuable and secret in the sense that it is not generally known to competitors of Franchised Businesses.
Franchisee shall maintain the absolute confidentiality of all Trade Secrets during and after the Term, and shall not use any such information in any other business or in any manner not specifically authorized or approved in writing by Franchisor.
Franchisee agrees not to disclose the contents of the Manuals to unauthorized persons and to use Franchisee's best efforts to prevent unauthorized disclosure to any person, as this disclosure would cause irreparable harm to Franchisor and the System.
Franchisee understands that the Manuals is loaned to Franchisee, and that at all times, the Manuals remains the sole property of Franchisor.
The Manuals may be provided in printed or electronic form and Franchisee agrees to return any printed copies of the Manuals t o Franchisor or destroy any files containing the Manuals upon the termination of this Agreement or at times as may otherwise be directed by Franchisor.
Franchisee shall not copy or otherwise duplicate the Manuals or any other proprietary materials without Franchisor's consent.
Source: Item 22 — CONTRACTS (FDD page 78)
What This Means (2025 FDD)
According to Buona's 2025 Franchise Disclosure Document, Trade Secrets encompass a wide array of confidential information related to the operation of the franchised business. This includes any know-how, knowledge, methods, specifications, processes, procedures, or improvements that are valuable and not generally known to competitors.
Specifically, Buona considers the contents of its Manuals, along with a franchisee's knowledge of Buona's processes, services, products, know-how, and the System, as trade secrets and proprietary information. The Manuals may include a Restaurant Operations Manual, a Policies and Procedures Manual, and a Recipe Manual. Franchisees are obligated to maintain the absolute confidentiality of all Trade Secrets during and after the term of the franchise agreement, and they are prohibited from using this information in any other business without explicit written authorization from Buona.
Franchisees must prevent unauthorized disclosure of the Manuals' contents, as such disclosure could cause irreparable harm to Buona and its System. The manuals remain Buona's sole property and must be returned or destroyed upon termination of the franchise agreement or as directed by Buona. Franchisees are also prohibited from copying or duplicating the Manuals or any other proprietary materials without Buona's consent.