What are 'Inventions and Ideas' in the context of a Burneys Sweets More franchise?
Burneys_Sweets_More Franchise · 2025 FDDAnswer from 2025 FDD Document
All concepts, recipes, inventions, ideas, applications, trademarks, service marks, enhancements, modifications, improvements or other processes, methods and designs, technologies, techniques, materials, computer software, electronic code, original works of authorship, formulas, patents, copyrights, marketing and business plans and ideas, and all improvements and enhancements thereto that Franchisee or any of its Owners, affiliates, guarantors, managers, directors, officers, employees, or contractors may develop, invent, discover, conceive or originate, alone or in conjunction with any other person or persons during the Initial Term or any Renewal Term that relate in any way, either directly or indirectly, to the Franchised Business and/or the System (collectively referred to as "Inventions and Ideas"), either
in whole or in part, shall be the exclusive property of Franchisor. Franchisee must promptly disclose the existence of any and all Inventions and Ideas to Franchisor. To the extent any Invention or Idea does not qualify as a "work made-for-hire" for Franchisor, Franchisee and all its Owners and guarantors of this Agreement hereby assign to Franchisor, without compensation, all right, title and interest in such Inventions and Ideas, and agree that they will execute any and all instruments and do any and all acts necessary or desirable to establish and perfect in Franchisor the entire right, title and interest in such Inventions and Ideas. Franchisor may incorporate such Inventions and Ideas into the System. As Franchisor may reasonably request, Franchisee shall, at Franchisor's expense, take all actions reasonably necessary to assist Franchisor's efforts to obtain or maintain intellectual property rights in any item or process related to the System, whether developed by Franchisee or not.
Source: Item 22 — CONTRACTS (FDD page 50)
What This Means (2025 FDD)
According to the 2025 Burneys Sweets More Franchise Disclosure Document, 'Inventions and Ideas' encompass a broad range of intellectual property concepts that a franchisee might develop during their time operating the franchise. These include concepts, recipes, inventions, ideas, applications, trademarks, service marks, enhancements, modifications, improvements or other processes, methods and designs, technologies, techniques, materials, computer software, electronic code, original works of authorship, formulas, patents, copyrights, marketing and business plans and ideas, and all improvements and enhancements related to the Burneys Sweets More business or system.
Burneys Sweets More requires franchisees to promptly disclose any such 'Inventions and Ideas' to the company. The FDD states that all 'Inventions and Ideas' become the exclusive property of Burneys Sweets More. This means that even if a franchisee independently develops a new recipe or marketing strategy that improves the business, Burneys Sweets More owns it.
This assignment of intellectual property is a significant consideration for prospective franchisees. While franchisees benefit from using the Burneys Sweets More system and brand, they relinquish ownership of any innovations they create related to the franchise. Burneys Sweets More may incorporate these 'Inventions and Ideas' into the broader system. The franchisee must assist Burneys Sweets More in securing intellectual property rights for these items at the franchisor's expense.
This clause is fairly typical in franchising, as franchisors need to maintain uniformity and control over their brand and system. However, franchisees should be aware that they will not be able to independently profit from or utilize any improvements they develop for the Burneys Sweets More system outside of the franchise agreement.