Is the decision regarding 'material' obligations final in the Cicis Development Incentive Program?

According to Cicis's 2025 Franchise Disclosure Document, participation in the Development Incentive Program requires franchisees and their affiliates to remain in "good standing," which means compliance with all material obligations under the Development Agreement, Franchise Agreements, and other agreements with Cicis. Cicis retains sole discretion to determine whether particular obligations are "material" for the purpose of determining good standing.

The FDD states that Cicis's decision on whether obligations are "material" is final. This means a prospective Cicis franchisee has no recourse to challenge Cicis's decision on what constitutes a material obligation.

This provision gives Cicis significant power, as failure to meet a "material" obligation, as defined solely by Cicis, can result in the revocation of benefits under the Development Incentive Program, such as waivers of the Development Fee and Initial Franchise Fee. Franchisees should carefully review all agreements and ensure they can meet all obligations, as Cicis's interpretation of "material" will be binding.