Under what circumstances is a modification to the Buona Franchise Agreement valid?
Buona Franchise · 2025 FDDAnswer from 2025 FDD Document
Franchisee understands and agrees that the System must not remain static if it is to meet, without limitation, presently unforeseen changes in technology, competitive circumstances, demographics, populations, consumer trends, societal trends and other marketplace variables, and if it is to best serve the interests of Franchisor, Franchisee and all other franchisees.
Accordingly, Franchisee expressly understands and agrees that Franchisor may from time to time change the components of the System including but not limited to altering the products, programs, services, methods, standards, forms, policies and procedures of the System; abandoning the System altogether in favor of another system in connection with a merger, acquisition, other business combination or for other reasons; adding to, deleting from or modifying those products, programs and services that the Franchised Restaurant is authorized and required to offer; modifying or substituting entirely the building, premises, equipment, signage, trade dress, décor, color schemes and uniform specifications and all other unit construction, design, appearance and operation attributes that Franchisee is required to observe under this Agreement; and changing, improving, modifying, or substituting other words or designs for, the Marks.
Franchisee expressly agrees to comply with any such modifications, changes, additions, deletions, substitutions and alterations; provided, however, that such changes shall not materially and unreasonably increase Franchisee's obligations hereunder.
Franchisee will accept, use and effectuate any such changes or modifications to, or substitution of, the System as if they were part of the System at the time that this Agreement was executed.
Source: Item 22 — CONTRACTS (FDD page 78)
What This Means (2025 FDD)
According to Buona's 2025 Franchise Disclosure Document, Buona may modify the components of its system from time to time to meet changes in technology, competitive circumstances, demographics, populations, consumer trends, societal trends and other marketplace variables. These modifications may include altering products, programs, services, methods, standards, forms, policies and procedures; abandoning the system altogether in favor of another system; adding to, deleting from or modifying products, programs and services; modifying or substituting the building, premises, equipment, signage, trade dress, décor, color schemes and uniform specifications; and changing, improving, modifying, or substituting other words or designs for the Marks.
As a Buona franchisee, you expressly agree to comply with any such modifications, changes, additions, deletions, substitutions and alterations. However, these changes should not materially and unreasonably increase the franchisee's obligations under the agreement. Franchisees will accept, use and effectuate any such changes or modifications to, or substitution of, the System as if they were part of the System at the time that the Franchise Agreement was executed.
This clause ensures that Buona can adapt its business model to stay competitive, while also protecting franchisees from unreasonable burdens due to these changes. It is a fairly standard clause in franchise agreements, as franchisors need the flexibility to update their systems, and franchisees are expected to keep up with those changes as part of the franchise agreement.