What action is a Cicis franchisee prohibited from taking regarding the Marks?
Cicis Franchise · 2025 FDDAnswer from 2025 FDD Document
You agree that you and your Owners, officers, directors, employees, contractors, and other representatives will not take (or encourage or assist anyone else to take) any action that would challenge, prejudice or interfere with our and our affiliates' rights with respect to the Marks.
Nothing in this Agreement gives you any right, title, or interest in or to any of the Marks or copyrights, or our or our affiliates' other proprietary and intellectual property, except the right to use them as and to the extent expressly granted in, and in strict compliance with the terms and conditions of, this Agreement.
Any unauthorized use of any of the foregoing is a knowing infringement of our and our affiliates' rights therein and a breach of this Agreement.
(3) All goodwill arising from your use of the Marks and the System will inure solely to our and our affiliates' benefit, and on expiration or termination of this Agreement, no monetary amount will be attributable to any goodwill associated with your use of the Marks.
(4) You will provide us with all assignments, affidavits, documents, information, and assistance we reasonably request to fully vest in us all such rights, title, and interest in and to the Marks, including all such items as are reasonably requested by us to register, maintain, and enforce such rights.
(5) We reserve the right, in our discretion, to add to, modify, and discontinue any Marks that you use in or to identify your Restaurant or any goods or services offered therein, and you agree, at your expense, to comply with our directions in that regard.
Source: Item 22 — CONTRACTS (FDD pages 64–65)
What This Means (2025 FDD)
According to Cicis's 2025 Franchise Disclosure Document, a franchisee is prohibited from taking any action that would challenge or interfere with Cicis's rights to their Marks. The Marks include names, trademarks, service marks, commercial symbols, and trade dress (exterior and interior designs, décor, and color schemes). Cicis or its affiliates retain ownership of all rights, titles, and interests in the Marks and the associated goodwill.
This means a Cicis franchisee cannot do anything that would undermine Cicis's ownership or use of its brand identifiers. This includes actions like attempting to register a similar trademark, disputing Cicis's ownership of the Marks, or using the Marks in a way that is not authorized by the franchise agreement. The franchisee's right to use the Marks is solely derived from the franchise agreement and is non-exclusive, except where Cicis expressly agrees otherwise.
The franchise agreement specifies that any unauthorized use of the Marks constitutes a knowing infringement of Cicis's rights and a breach of the agreement. Furthermore, all goodwill arising from the franchisee's use of the Marks inures solely to the benefit of Cicis and its affiliates. Upon termination of the franchise agreement, no monetary amount will be attributable to any goodwill associated with the franchisee's use of the Marks.
Cicis also reserves the right to add to, modify, and discontinue any Marks used by the franchisee to identify their restaurant or offered goods and services. The franchisee must comply with Cicis's directions in this regard at their own expense. This ensures that Cicis maintains control over its brand identity and can make changes as needed to protect and enhance the brand.