Does the Buona franchise agreement require the franchisee to assign rights to improvements to the Franchisor?
Buona Franchise · 2025 FDDAnswer from 2025 FDD Document
All Improvements created by Franchisee or any other authorized person or entity retained or employed by Franchisee is the property of Franchisor and/or
Franchisor's affiliate, and Franchisor and Franchisor's affiliate shall be entitled to use and license others to use such Improvements unencumbered by moral rights. 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 22 — CONTRACTS (FDD page 78)
What This Means (2025 FDD)
According to Buona's 2025 Franchise Disclosure Document, any improvements created by the franchisee or someone they employ become the property of Buona and/or Buona's affiliate. This means Buona has the right to use these improvements and license them to others without needing to consider any moral rights the franchisee might claim. This applies to all improvements, not just those that are copyrightable.
If any of the improvements can be copyrighted, the agreement specifies that they are considered "works made for hire" under U.S. Copyright law. To the extent that the copyright does not automatically belong to Buona, the franchisee must irrevocably assign all rights, titles, and interests in the copyrighted materials to Buona and/or its affiliate. This assignment is perpetual and worldwide, covering all copyrights and related rights. Buona warrants that the copyrighted materials are original works created by the author.
Furthermore, the franchisee agrees to obtain any necessary assignments of rights from other individuals or entities involved in creating the improvements to ensure Buona's ownership. This requirement ensures that Buona maintains complete control and ownership over any enhancements or modifications made to the franchise system by its franchisees. This is a fairly standard practice in franchising, as it allows the franchisor to maintain uniformity and protect its brand standards across all locations.