What is the Buona franchisee's obligation regarding disclosure of Improvements to the System?
Buona Franchise · 2025 FDDAnswer from 2025 FDD Document
Any improvements in or additions to the System, Franchisor's copyrighted materials, website or any other documents or information pertaining to or relating to the System or the Franchised Business, or any new trade names, trade and service marks, logos, or commercial symbols related to the Franchised Business (collectively, the "Improvements") conceived or developed by Franchisee shall become the property of Franchisor and/or Franchisor's affiliate.
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 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.
Source: Item 23 — RECEIPTS (FDD pages 78–356)
What This Means (2025 FDD)
According to Buona's 2025 Franchise Disclosure Document, a franchisee who conceives or develops any improvements to the Buona system is obligated to disclose these improvements fully to Buona, without disclosing them to others. This includes improvements to Buona's copyrighted materials, website, documents, information related to the system or franchised business, or any new trade names, trademarks, logos, or commercial symbols related to the franchised business. The franchisee must also obtain Buona's written approval before using such improvements.
These improvements become the property of Buona and/or its affiliate, and the franchisee agrees to assign all rights, titles, and interests to these improvements, including the right to grant sublicenses. Buona and other franchisees can use these improvements without any obligation to the franchisee for royalties or other fees. Buona and/or its affiliate may apply for and own copyrights, patents, tradenames, trademarks, and service marks related to these improvements, and the franchisee must cooperate in securing such rights.
Buona may consider these improvements as 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. This clause ensures that any innovation or enhancement to the Buona system becomes the property of the franchisor, allowing for consistent application and protection of intellectual property across the franchise network. It also allows franchisees to benefit from improvements developed elsewhere in the system.