When must the Nondisclosure and Noncompetition Agreement be executed by relevant parties associated with a Buona franchise?
Buona Franchise · 2025 FDDAnswer from 2025 FDD Document
You shall comply with all of the terms and conditions of each Franchise Agreement including, without limitation, the operating requirements specified in each Franchise Agreement; however, we shall determine what, if any, initial training at our headquarters will be required of your Owners and managers in connection with the second or any subsequent Franchise Agreements.
- (c) You shall comply with the non-disclosure and non-competition obligations under Section 6 of this Agreement.
6. PROPRIETARY MARKS/CONFIDENTIAL INFORMATION
- 6.1 Notwithstanding any provision to the contrary under this Agreement, it is understood and agreed that under this Agreement we do not grant you any right to use the Marks. Any right to use the Marks is granted under the individual franchise agreements executed by you in connection with this Agreement. You must not use the Marks, or any portion of any Mark or any name confusingly similar to any Mark as part of your business entity name.
- 6.2 Confidential Information. For purposes of this Agreement, the term "Confidential Information" means information relating to Franchisor or the System that is not generally available to the public, including the Manual, operational standards, specifications, procedures and methods, recipes and food and preparation methods, prepared mixes, products, supplies, equipment, marketing, advertising and promotional material and methods, and accounting systems, and all other information and knowhow relating to the methods of developing, operating and marketing the Buona Restaurant and the System. Confidential Information does not include information Developer can demonstrate came to Developer's attention through legal methods other than by disclosure by Franchisor, or which, at the time of disclosure thereof by Franchisor to Developer, had become a part of the public domain, through publication or communication by others; or which, after disclosure to Developer by Franchisor, becomes a part of the public domain, through publication or communication by others.
- 6.3 Non-disclosure Agreement. You agree that your relationship with us does not vest in you any interest in the Confidential Information other than the right to use it in the development of Buona Restaurants under this Agreement, and that the use or duplication of the Confidential Information in any other business would constitute an unfair method of competition, a breach of this Agreement and copyright infringement.
Source: Item 22 — CONTRACTS (FDD page 78)
What This Means (2025 FDD)
According to Buona's 2025 Franchise Disclosure Document, as a developer, you must comply with the non-disclosure and non-competition obligations as outlined in Section 6 of the Area Development Agreement.
Specifically, the FDD states that the owners of the Developer must execute the Guaranty and Assumption of Obligations, which is attached as Exhibit C, concurrently with the execution of the Area Development Agreement by the Developer. This means that at the same time the developer signs the Area Development Agreement, the owners must also sign the Guaranty and Assumption of Obligations, which likely includes the non-disclosure and non-competition clauses.
These obligations ensure that confidential information is protected and that the developer and its owners do not engage in competitive activities that could harm the Buona brand. The non-disclosure agreement specifies that the relationship with Buona does not grant any interest in the confidential information other than for the development of Buona Restaurants, and any unauthorized use or duplication would be considered unfair competition and a breach of the agreement.