Who is the Buona Franchise Agreement binding upon?
Buona Franchise · 2025 FDDAnswer from 2025 FDD Document
23.1 Entire Agreement. This Agreement, the documents referred to herein and the exhibits hereto, constitute the entire, full and complete agreement between Franchisor and Franchisee concerning the subject matter hereof and supersede any and all prior agreements. Except for those permitted to be
made unilaterally by Franchisor hereunder, no amendment, change, modification or variance of this Agreement shall be binding on either party unless in writing and executed by Franchisor and Franchisee. Representations by either party, whether oral, in writing, electronic or otherwise, that are not set forth in this Agreement shall not be binding upon the party alleged to have made such representations and shall be of no force or effect. Nothing in this Franchise Agreement is intended to disclaim any representations made by Franchisor in the franchise disclosure document provided to Franchisee. Franchisee understands and agrees that Franchisor shall not be liable or obligated for any oral representations or commitments made prior to the execution of this Agreement and that no modifications of this Agreement shall be effective except those in writing and signed by both parties. Franchisor does not authorize and will not be bound by any representation of any nature other than those expressed in this Agreement and in the most recent franchise disclosure document provided by Franchisor or its representatives. Franchisee further acknowledges and agrees that no representations have been made to it by Franchisor regarding projected sales volumes, market potential, revenues, or profits of Franchisee's Buona Business, other than as stated in this Agreement or in the most recent franchise disclosure document provided by Franchisor or its representatives.
Source: Item 23 — RECEIPTS (FDD pages 78–356)
What This Means (2025 FDD)
According to Buona's 2025 Franchise Disclosure Document, the Franchise Agreement is a legally binding contract between Buona and the franchisee. The agreement outlines the rights, responsibilities, and obligations of both parties. It covers various aspects of the franchise relationship, including the use of Buona's trademarks, trade secrets, and operational methods.
The agreement ensures that both Buona and the franchisee are legally obligated to adhere to the terms and conditions outlined within the document. This includes the franchisee's responsibility to operate the business according to Buona's standards, pay royalties and fees, and maintain the brand's reputation. Similarly, Buona is obligated to provide support, training, and guidance to the franchisee, as well as uphold the terms related to territory and other agreed-upon conditions.
Specifically, section 23.1 of the Franchise Agreement states that the agreement, along with referenced documents and exhibits, constitutes the entire agreement between Buona and the franchisee, superseding any prior agreements. Furthermore, any modifications to the agreement must be in writing and executed by both Buona and the franchisee to be binding. This clause ensures that all terms are clearly defined and agreed upon in writing, minimizing potential disputes and misunderstandings. It also clarifies that any representations not explicitly stated in the agreement are not binding on either party, reinforcing the importance of the written contract.