What information does Buona consider to be trade secrets and proprietary information?
Buona Franchise · 2025 FDDAnswer from 2025 FDD Document
ng proprietary information must be destroyed or returned to us immediately upon the expiration or termination of your Franchise Agreement.
We also consider certain information, knowledge and know-how concerning us and the System to be trade secrets and proprietary information, including the standards, specifications, management systems, recipes, menus, techniques, financial information (such as product costs and sources of supply), the Manual and business operations and procedures that would, if used by others, give others a substantial competitive advantage presently enjoyed by us.
You may not, without our prior written consent, disclose, use, or permit the use of any part of the Manual or the System except as may be required by law or as authorized in the Franchise Agreement. You must use your best efforts to prevent any employee from using the System and any of the Marks, or from operating a restaurant that is substantially similar to a Buona Business. There currently are no effective determinations of the United States Patent and Trademark Office, the Unites States Copyright Office, or a court regarding any copyrighted materials.
Except in connection with the operation of your Buona Business, you must not use any proprietary information or trade secret without our written permission. You must immediately tell us if you learn about unauthorized use of this proprietary information. We are not obligated to take any action, but we will respond to this information as we deem appropriate. We will control any litigation related to the proprietary information. We will indemnify you against losses claimed by a third party concerning your authorized use of this information. Our right to use or license these copyrighted and proprietary materials is not materially limited by any agreement or known infringing use. There are no determinations of any administrative office or any court regarding these copyrighted and proprietary materials.
The Franchise Agreement also requires you to follow all of our security procedures, disclose our proprietary information to your employees only as needed to market our products and services, not use any proprietary information in any other business and exercise the highest degree of diligence to maintain our proprietary information as confidential.
ITEM 15 OBLIGATION TO PARTICIPATE IN THE ACTUAL OPERATION OF THE FRANCHISE BUSINESS
We require that one of your principal owners who has at least a 10% ownership interest in Franchisee will have supervisory responsibility over the Franchises Business. Your principal owner or one designated management employee who has attended and successfully completed our training program must devote full time energy and best efforts to the development, promotion, management and operation of the Franchised Business. The designated manager need not have any equity interest in the Franchisee entity.
If at any time you propose that the Franchised Business to be operated or managed by an entity or individual other than Franchisee, we reserve the right to review and approve the operating or managing entity or individual and to require and approve an operating or management agreement prior to such party's assumption of operations. We may reject the operating entity, the individual operator or the
operating or management agreement in our discretion. If approved by us, the operating entity and/or individual must agree in writing to comply with all of Franchisee's obligations under the Franchise Agreement as though such party were the franchisee designated therein, on such form as may be designated by us. The operation of the Franchised Business by any party other than Franchisee, without our prior written consent, is a default of the Franchise Agreement for which we may terminate the Franchise Agreement.
If you have entered into an Area Development Agreement, you will be permitted to have multiple managers for each of your Buona Businesses.
Source: Item 14 — PATENTS, COPYRIGHTS AND PROPRIETARY INFORMATION (FDD pages 50–51)
What This Means (2025 FDD)
According to Buona's 2025 Franchise Disclosure Document, several categories of information are considered trade secrets and proprietary. These include the standards, specifications, and management systems used in the Buona business. The recipes, menus, techniques, and financial information, such as product costs and sources of supply, also fall under this classification. The Manual, along with business operations and procedures, are considered trade secrets because their use by competitors would provide a substantial competitive advantage to those competitors.
Buona franchisees acknowledge that the contents of the Manual and their knowledge of Buona's processes, services, products, and know-how are secret, unique, confidential, and contain trade secrets. This extends to the entire knowledge of the operation of the franchised business, which is derived from information disclosed by Buona. Trade secrets encompass any know-how, knowledge, methods, specifications, processes, procedures, or improvements regarding the franchised business or the System that are valuable and not generally known to competitors.
Franchisees are obligated to maintain the absolute confidentiality of all trade secrets during and after the term of the agreement. They are prohibited from using this information in any other business or manner not specifically authorized by Buona in writing. Franchisees must also prevent unauthorized disclosure of the Manual's contents, as such disclosure would cause irreparable harm to Buona and its System. The Manual remains the sole property of Buona and must be returned or destroyed upon termination of the agreement. This obligation extends to all manuals, including the Restaurant Operations Manual, Policies and Procedures Manual, and Recipe Manual.