What is the relationship between the franchisor's assistance in Item 11 and the franchisee's obligations regarding the use of trademarks for a Buona franchise as described in Item 13?
Buona Franchise · 2025 FDDAnswer from 2025 FDD Document
[Item 13: TRADEMARKS]
ITEM 13 TRADEMARKS
We grant you the non-exclusive right and obligation to use the Marks under your Franchise Agreement. You may also use other current or future trademarks to operate your Buona Business as we designate from time to time. Our affiliate The Buona Companies, L.L.C. owns and is using the Marks in connection with Buona Businesses and has granted a license to us to use and sublicense the use of the Marks to our franchisees. The Buona Companies, L.L.C. has applied for and/or obtained a registration for the Marks on the Principal Register of the United States Patent and Trademark Office (the "USPTO"):
[Item 11: FRANCHISOR'S ASSISTANCE, ADVERTISING, COMPUTER SYSTEMS, AND TRAINING]
ITEM 11 FRANCHISOR'S ASSISTANCE, ADVERTISING, COMPUTER SYSTEMS, AND TRAINING
Except as listed below, we are not required to provide you with any assistance.
Pre-Opening Assistance
Franchise Agreement
After the Franchise Agreement is signed and before you open your Buona Business, we or our designees will:
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- Grant you the right to use the Marks in connection with your Buona Business (Franchise Agreement, Section 5.1).
(d) Franchisee shall execute any documents and provide such other assistance deemed necessary by Franchisor or its counsel to obtain protection for the Marks or to maintain the continued validity of the Marks.
5.4 Franchisee's Business Name.
Franchisee acknowledges that between Franchisor and Franchisee, Franchisor has a prior and superior claim to the "Buona" trade name.
Franchisee shall not use the words "Buona" or any combination thereof, in the legal name of its corporation, limited liability company, partnership, or any other business entity used in conducting the Franchised Business.
Franchisee also agrees not to register or attempt to register a trade name using the words "Buona" in Franchisee's name or that of any other person or business entity, without the prior written consent of Franchisor.
Franchisee shall not identify itself as being "Buona" or as being associated with Franchisor or its Affiliates in any manner other than as a franchisee or licensee.
Franchisee shall, in all advertising and promotion and promotional materials, display its business name only in obvious conjunction with the phrase "an independent Buona Licensee" or "an independent Buona Franchisee" or with other words and in other phrases so as to identify itself as an independent owner of the Franchised Business, or as otherwise may be required in the Manual.
- 5.6 Use Outside the Scope of License.
Franchisee acknowledges that the use of the Marks outside the scope of this Agreement, without Franchisor's prior written consent, is an infringement of Franchisor's and Franchisor's affiliate's exclusive right to use the Marks.
- 5.11 Inspections.
In order to preserve the validity and integrity of the Marks and to assure that Franchisee is properly employing the same in the operation of the Franchised
What This Means (2025 FDD)
According to Buona's 2025 Franchise Disclosure Document, Item 11 outlines the franchisor's assistance, which includes granting the franchisee the right to use the Marks in connection with their Buona Business. This assistance is directly related to the franchisee's obligations concerning the use of trademarks, as detailed in Item 13. Item 13 states that Buona grants the franchisee a non-exclusive right and obligation to use the Marks under the Franchise Agreement. The Buona Companies, L.L.C., an affiliate, owns the Marks and licenses Buona to sublicense their use to franchisees.
This means that while Buona provides the initial right to use its trademarks as part of its pre-opening assistance, the franchisee has a corresponding obligation to use those trademarks correctly and according to the franchise agreement. This includes adhering to Buona's standards for quality, appearance, and service to protect the brand's reputation. The franchisee must also use the marks only in conjunction with the phrase "an independent Buona Franchisee" in advertising and promotional materials, unless otherwise specified in the manuals.
Furthermore, the franchisee must execute any documents and provide assistance necessary to protect and maintain the validity of the Marks. They cannot use the Marks outside the scope of the agreement without prior written consent, and any goodwill associated with the Marks inures directly to the benefit of Buona and its affiliate. The franchisee also acknowledges Buona's prior claim to the "Buona" trade name and agrees not to register a trade name using the Marks without Buona's consent. These obligations ensure that the franchisee's use of the trademarks aligns with Buona's brand standards and legal requirements, safeguarding the brand's integrity and value.
Buona retains the right to inspect the franchisee's business to ensure proper use of the trademarks. Failure to comply with these trademark usage guidelines can lead to legal action by Buona to enforce the agreement, including seeking injunctions to prevent misuse of the Marks. This interconnectedness between the franchisor's assistance in granting trademark usage rights and the franchisee's obligations to properly use and protect those trademarks is a critical aspect of the Buona franchise system.