What is the deadline for an Indemnified Party to provide written notice to a Cicis franchisee of a claim for which defense or indemnity is sought?
Cicis Franchise · 2025 FDDAnswer from 2025 FDD Document
If a claim is commenced for which defense or indemnity is claimed to be due under Section 14.A or if an Indemnified Party becomes aware of facts which, if not corrected, might give rise to a right of defense or indemnification under that section, the Indemnified Party must give written notice thereof to you as soon as practicable but in no event more than 10 business days following the date on which the Indemnified Party becomes aware of such a claim.
Failure to give prompt notice will not relieve you of your obligation to defend or indemnify except to the extent you are materially prejudiced by such failure.
The Indemnified Party will reasonably cooperate with you and you counsel, at your expense, in the defense of the relevant claim.
Source: Item 22 — CONTRACTS (FDD pages 64–65)
What This Means (2025 FDD)
According to Cicis's 2025 Franchise Disclosure Document, if a claim is commenced for which defense or indemnity is claimed, or if an Indemnified Party becomes aware of facts that might give rise to a right of defense or indemnification, the Indemnified Party must provide written notice to the franchisee. This notice must be given as soon as practicable, but no later than 10 business days following the date on which the Indemnified Party becomes aware of the claim.
However, the FDD states that failure to give prompt notice will not relieve the franchisee of their obligation to defend or indemnify Cicis, except to the extent that the franchisee is materially prejudiced by the failure to receive prompt notice. The Indemnified Party is expected to reasonably cooperate with the franchisee and their counsel in the defense of the claim, at the franchisee's expense.
This means that as a Cicis franchisee, you could be responsible for defending and covering costs for claims against Cicis and related parties if those claims arise from your restaurant's operations or your conduct under the franchise agreement. It is important to understand the scope of your indemnification obligations and to maintain open communication with Cicis regarding any potential claims to minimize potential financial risks.