Does the Buona franchise agreement grant the franchisee the right to sublicense any improvements they develop?
Buona Franchise · 2025 FDDAnswer from 2025 FDD Document
Franchisee agrees to assign and does hereby assign to Franchisor and/or Franchisor's affiliate, all right, title and interest in and to the Improvements, including but not limited the right to grant sublicenses to any such Improvement.
Franchisee shall fully disclose the Improvements to Franchisor, without disclosure of the Improvements to others, and shall obtain Franchisor's written approval prior to using such Improvements.
Any such Improvement may be used by Franchisor and all other franchisees of the System without any obligation to Franchisee for royalties or other fees.
Franchisor and/or Franchisor's affiliate may, at its discretion, apply for and own copyrights, patents, tradenames, trademarks and service marks relating to any such Improvements and Franchisee shall cooperate with Franchisor or Franchisor's affiliate in securing such rights.
Franchisor and/or Franchisor's affiliate may also consider such Improvements as its property and trade secrets.
In return, Franchisor shall authorize Franchisee to utilize any Improvement that may be developed by other franchisees and is authorized generally for use by other franchisees.
All Improvements created by Franchisee or any other authorized person or entity retained or employed by Franchisee is the property of Franchisor and/or
Source: Item 22 — CONTRACTS (FDD page 78)
What This Means (2025 FDD)
According to Buona's 2025 Franchise Disclosure Document, any improvements that a franchisee develops are assigned to Buona, who then has the right to sublicense those improvements. The franchisee must fully disclose any improvements to Buona without disclosing them to others, and they must obtain Buona's written approval before using the improvements.
Buona and all other franchisees in the Buona system can use any improvement without having to pay the franchisee royalties or other fees. Buona may also apply for and own copyrights, patents, tradenames, trademarks, and service marks relating to any improvements, and the franchisee must cooperate with Buona in securing these rights. Buona may also consider these improvements to be its property and trade secrets.
In return, Buona will authorize the franchisee to use any improvement developed by other franchisees that is generally authorized for use by other franchisees. All improvements created by the franchisee or anyone they employ are the property of Buona.