What is the Buona franchisee's obligation regarding modifications, changes, additions, deletions, substitutions, and alterations to the system?
Buona Franchise · 2025 FDDAnswer from 2025 FDD Document
Franchisee understands and agrees that the System must not remain static if it is to meet, without limitation, presently unforeseen changes in technology, competitive circumstances, demographics, populations, consumer trends, societal trends and other marketplace variables, and if it is to best serve the interests of Franchisor, Franchisee and all other franchisees.
Accordingly, Franchisee expressly understands and agrees that Franchisor may from time to time change the components of the System including but not limited to altering the products, programs, services, methods, standards, forms, policies and procedures of the System; abandoning the System altogether in favor of another system in connection with a merger, acquisition, other business combination or for other reasons; adding to, deleting from or modifying those products, programs and services that the Franchised Restaurant is authorized and required to offer; modifying or substituting entirely the building, premises, equipment, signage, trade dress, décor, color schemes and uniform specifications and all other unit construction, design, appearance and operation attributes that Franchisee is required to observe under this Agreement; and changing, improving, modifying, or substituting other words or designs for, the Marks.
Franchisee expressly agrees to comply with any such modifications, changes, additions, deletions, substitutions and alterations; provided, however, that such changes shall not materially and unreasonably increase Franchisee's obligations hereunder.
Franchisee will accept, use and effectuate any such changes or modifications to, or substitution of, the System as if they were part of the System at the time that this Agreement was executed.
Franchisor shall not be liable to Franchisee for any expenses, losses or damages sustained by Franchisee as a result of any of the modifications contemplated hereby.
Franchisee hereby covenants not to commence or join in any litigation or other proceeding against Franchisor or any third party complaining of any such modifications or seeking expenses, losses or damages caused thereby.
Franchisee expressly waives any claims, demands or damages arising from or related to the foregoing activities including but not limited to any claim of breach of contract, breach of fiduciary duty, fraud, and/or breach of the implied covenant of good faith and fair dealing.
Source: Item 22 — CONTRACTS (FDD page 78)
What This Means (2025 FDD)
According to Buona's 2025 Franchise Disclosure Document, franchisees must comply with any modifications, changes, additions, deletions, substitutions, and alterations that Buona makes to the franchise system. These changes can include alterations to products, programs, services, methods, standards, forms, policies, and procedures. Buona also has the right to abandon the current system for another in the event of a merger, acquisition, or other business combination.
Buona can modify or substitute the building, premises, equipment, signage, trade dress, décor, color schemes, uniform specifications, and all other unit construction, design, appearance, and operation attributes. Franchisees must accept, use, and implement these changes as if they were part of the original agreement. However, these changes should not materially and unreasonably increase the franchisee's obligations.
Buona is not liable for any expenses, losses, or damages sustained by the franchisee as a result of these modifications. The franchisee also agrees not to participate in any litigation against Buona or any third party regarding these modifications or seeking compensation for losses or damages caused by them. The franchisee waives any claims, demands, or damages related to these activities, including claims of breach of contract, breach of fiduciary duty, fraud, or breach of the implied covenant of good faith and fair dealing.
This clause highlights the importance of a franchisee's adaptability and willingness to invest further in the business to keep up with Buona's evolving standards. Prospective franchisees should carefully consider the potential costs associated with these changes and their ability to absorb such expenses.