If a Buona franchisee conceives or develops any Improvements to the System, who owns the rights to those Improvements?
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.
All Improvements created by Franchisee or any other authorized person or entity retained or employed by Franchisee is the property of Franchisor and/or
Source: Item 22 — CONTRACTS (FDD page 78)
What This Means (2025 FDD)
According to Buona's 2025 Franchise Disclosure Document, any improvements conceived or developed by a franchisee to the Buona system become the property of the franchisor. This includes all rights, titles, and interests in the improvements, allowing Buona to sublicense these improvements to others.
The franchisee is obligated to fully disclose any such improvements to Buona without revealing them to others, and must obtain written approval from Buona before using them. Buona and its other franchisees can then use these improvements without owing any royalties or fees to the originating franchisee.
Buona has the discretion to pursue copyrights, patents, tradenames, trademarks, and service marks for these improvements, with the franchisee's cooperation required to secure these rights. Buona may also treat these improvements as its own property and trade secrets. In return, Buona will authorize the franchisee who developed the improvement to use any improvements developed by other franchisees that are generally authorized for use within the Buona system. This clause ensures that while Buona retains ownership of system improvements, franchisees may benefit from a network-wide pool of innovations.