Can the Buona Franchisor apply for copyrights or patents on improvements developed by the franchisee?
Buona Franchise · 2025 FDDAnswer from 2025 FDD Document
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.
Source: Item 22 — CONTRACTS (FDD page 78)
What This Means (2025 FDD)
According to Buona's 2025 Franchise Disclosure Document, Buona and/or its affiliate has the discretion to apply for and own copyrights, patents, tradenames, trademarks, and service marks relating to any improvements made to the system. These improvements can be developed by the franchisee. The franchisee is obligated to cooperate with Buona or its affiliate in securing these rights. Buona may also consider these improvements as their property and trade secrets.
This means that if a franchisee develops a new method, process, or design that improves the Buona system, Buona has the right to protect it legally and use it across the franchise network. The franchisee must disclose any improvements to Buona and obtain written approval before using them. These improvements can be used by Buona and all other franchisees without any obligation to compensate the franchisee who developed them.
In return, Buona will authorize the franchisee to utilize any improvement that may be developed by other franchisees and is authorized generally for use by other franchisees. This creates a shared system where innovations benefit the entire franchise network, but the original innovating franchisee does not retain exclusive rights or receive royalties.