Does the Buona franchise agreement state that improvements are considered 'works made for hire'?
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 the 2025 Buona Franchise Disclosure Document, any improvements created by the franchisee or someone they employ are considered the property of Buona. If these improvements include copyrightable material, the franchise agreement specifies that they will be considered 'works made for hire' under the United States Copyright Act.
This means that Buona, as the franchisor, owns the rights to any copyrightable improvements made to the Buona system by the franchisee. This includes the right to use and license these improvements to others. To the extent that these rights do not automatically accrue to Buona, the franchisee agrees to irrevocably assign all rights and interests in the copyrighted materials to Buona.
This clause ensures that Buona maintains control over its brand and system, and can freely use and develop any improvements made by franchisees. It also requires the franchisee to obtain any necessary assignments of rights from other parties to ensure Buona's ownership of the improvements. This is a fairly standard practice in franchising, as it allows the franchisor to maintain uniformity and protect its intellectual property.