If a Buona franchisee develops an improvement, will they be authorized to use improvements developed by other franchisees?
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, if a franchisee develops an improvement for the Buona system, they are required to assign all rights and interests of the improvement to Buona. The franchisee must disclose the improvement to Buona and obtain written approval before using it.
Buona and its other franchisees can then use the improvement without paying royalties or fees to the franchisee who developed it. Buona has the discretion to pursue copyrights, patents, and trademarks for the improvement, considering it their property and trade secret.
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 creates a collaborative environment where franchisees can benefit from each other's innovations, although the original developer does not receive direct compensation when their ideas are adopted system-wide.