What is a Buona franchisee prohibited from doing with the Trade Secrets, both during and after the term of the franchise agreement?
Buona Franchise · 2025 FDDAnswer from 2025 FDD Document
Franchisee, and its Principals acknowledge that the contents of the Manuals and Franchisee's knowledge of Franchisor's processes, services, products, know-how and the System, are secret, unique, and confidential and contain trade secrets and other material proprietary to Franchisor.
Franchisee acknowledges that its entire knowledge of the operation of the Franchised Business is and shall be derived from information disclosed to Franchisee by Franchisor and that certain of the information is proprietary, confidential and a Trade Secret of Franchisor. "Trade Secrets" refers to the whole or any portion of know-how, knowledge, methods, specifications, processes, procedures or improvements regarding the Franchised Business or the System that is valuable and secret in the sense that it is not generally known to competitors of Franchised Businesses.
Franchisee shall maintain the absolute confidentiality of all Trade Secrets during and after the Term, and shall not use any such information in any other business or in any manner not specifically authorized or approved in writing by Franchisor.
Franchisee agrees not to disclose the contents of the Manuals to unauthorized persons and to use Franchisee's best efforts to prevent unauthorized disclosure to any person, as this disclosure would cause irreparable harm to Franchisor and the System.
Source: Item 22 — CONTRACTS (FDD page 78)
What This Means (2025 FDD)
According to Buona's 2025 Franchise Disclosure Document, franchisees are prohibited from disclosing or using Buona's trade secrets in any way not explicitly authorized by Buona, both during and after the franchise term. The FDD defines "Trade Secrets" as any confidential know-how, knowledge, methods, specifications, processes, procedures, or improvements related to the franchised business or system that are valuable because they are not generally known to competitors. This broad definition covers nearly every aspect of how a Buona restaurant operates.
This restriction means a franchisee cannot use Buona's operational methods, recipes, or other proprietary information to operate any other business, whether or not it competes with Buona. The franchisee must maintain absolute confidentiality and prevent unauthorized disclosure, as any such disclosure could cause irreparable harm to Buona and its system. This obligation extends indefinitely beyond the termination of the franchise agreement.
In practical terms, a Buona franchisee must be extremely careful about sharing any information related to the business with outsiders, including potential competitors or even friends and family. All knowledge of the operation of the Franchised Business is and shall be derived from information disclosed to Franchisee by Franchisor. The franchisee also agrees not to disclose the contents of the Manuals to unauthorized persons and to use Franchisee's best efforts to prevent unauthorized disclosure to any person, as this disclosure would cause irreparable harm to Franchisor and the System. This is a standard clause in franchise agreements to protect the franchisor's intellectual property and maintain a competitive advantage.