What constitutes a termination without cause and a breach of the Cicis Franchise Agreement by the franchisee?

According to the 2025 Cicis Franchise Disclosure Document, a franchisee may terminate the Franchise Agreement without cause under specific conditions. If the franchisee and their affiliates have maintained 'Good Standing' from the Effective Date of the agreement and continue to do so during the notice period, they can terminate the agreement by providing written notice to Cicis before the 18-month anniversary of the Effective Date. This termination becomes effective 30 days after Cicis receives the written notice. Following termination, the franchisee must still comply with all obligations that are triggered by or survive the termination, except for the obligation to pay Lost Revenue Damages under Section 16.M of the Franchise Agreement.

'Good Standing' is defined as the franchisee, their owners, and affiliates not being in default of the Franchise Agreement or any other agreement with Cicis or its affiliates. It also requires substantial and timely compliance with all terms and conditions of these agreements, including the timely satisfaction of all monetary obligations owed to Cicis or its affiliates.

If a franchisee fails to maintain 'Good Standing' by defaulting on the Franchise Agreement or other agreements, or by not complying with the terms and conditions, they would be in breach of the agreement. This could lead to Cicis exercising remedies such as terminating the agreement, modifying territorial rights, reducing the development area, or reducing the number of restaurants listed in the development schedule. Cicis's decision to exercise any of these options does not prevent them from terminating the agreement later for a subsequent default, nor does it obligate them to refund any portion of the development fee.