Does the Buona franchise agreement's license to use the Marks extend beyond the Approved Location specified in Exhibit A?
Buona Franchise · 2025 FDDAnswer from 2025 FDD Document
It is understood and agreed that the license granted under this Agreement to use the Marks applies only to use in connection with the operation of the Franchised Business at the Approved Location set forth on Exhibit A, and includes only the Marks as are now designated or which may hereafter be designated, and does not include any other mark, name, or indicia of origin of Franchisor now existing or which may hereafter be adopted or acquired by Franchisor.
Source: Item 22 — CONTRACTS (FDD page 78)
What This Means (2025 FDD)
According to Buona's 2025 Franchise Disclosure Document, the license granted to a franchisee to use the Marks (trade names, service marks, trademarks, logos, etc.) is explicitly limited to the operation of the Franchised Business at the Approved Location, as detailed in Exhibit A of the franchise agreement. This means the franchisee's right to use the Buona trademarks and associated branding is restricted to the physical location specified in the agreement.
This restriction has significant implications for a prospective Buona franchisee. It clarifies that the franchisee cannot use the Buona Marks for any business activities outside of the Approved Location without prior written consent from Buona. This includes, but is not limited to, off-site catering, promotional events in other locations, or any form of mobile or temporary sales that are not directly tied to the Approved Location. The franchisee's business name must also be displayed in conjunction with the phrase "an independent Buona/The Original Rainbow Franchisee" to identify itself as an independent owner of the Franchised Business.
The Buona franchise agreement also states that any unauthorized use of the Marks outside the scope of the agreement constitutes an infringement. This underscores the importance of adhering strictly to the terms of the franchise agreement regarding the use of Buona's intellectual property. Franchisees must obtain explicit permission from Buona for any activities that involve the Marks outside the Approved Location to avoid potential legal repercussions.
This type of location restriction is common in franchise agreements, as franchisors like Buona seek to maintain control over their brand and ensure consistent quality and customer experience at each franchised location. Franchisees benefit from the brand recognition and goodwill associated with the Marks, but they must also respect the franchisor's right to protect its intellectual property and brand identity by adhering to the agreed-upon terms and limitations.