If a Buona franchisee develops any improvements to the System, who owns those improvements?
Buona Franchise · 2025 FDDAnswer from 2025 FDD Document
Franchisee additionally acknowledges that it has not acquired any right, title, or interest in the System, except for the right to use the System in the operation of the Franchised Business as governed by this Agreement and Franchisee is obligated to maintain the confidentiality of the System in accordance this Agreement.
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, any improvements or additions to the Buona system conceived or developed by a franchisee become the property of Buona and/or its affiliate. This includes improvements to copyrighted materials, the website, documents, information related to the system or franchised business, and any new trade names, trademarks, logos, or commercial symbols.
The franchisee is required to disclose these improvements to Buona and obtain written approval before using them. Buona and other franchisees can then use these improvements without any obligation to pay royalties or fees to the franchisee who developed them. Buona has the discretion to pursue copyrights, patents, trademarks, and service marks for these improvements.
This clause is fairly standard in franchising, as it ensures uniformity and consistency across the Buona system. While the franchisee may not directly benefit financially from their innovations, Buona states that the franchisee will be authorized to utilize any improvement developed by other franchisees that is authorized for general use. This allows franchisees to benefit from the collective innovation within the Buona franchise system.