Can Cicis delegate the performance of its obligations under the franchise agreement to independent contractors?

According to the 2025 Cicis Franchise Disclosure Document, franchisees, their owners, employees, and independent contractors must adopt and implement reasonable procedures to prevent unauthorized use or disclosure of Cicis's Confidential Information. Furthermore, these parties are prohibited from disclosing Cicis's Confidential Information to any other person or using it for purposes other than the business they own and operate under the Franchise Agreement, both during the term of the agreement and at any time thereafter. This indicates that while franchisees are permitted to hire independent contractors, those contractors are subject to confidentiality obligations to protect Cicis's proprietary information.

This requirement ensures that Cicis can protect its trade secrets and operational methods, even when franchisees use independent contractors. The definition of Confidential Information is broad, including growth plans, site selection criteria, training materials, system standards, vendor knowledge, proprietary software, customer data, and financial performance data of Cicis Restaurants.

For a prospective Cicis franchisee, this means that any independent contractors they hire must be carefully vetted and trained to handle confidential information appropriately. Franchisees will need to ensure that their contractors understand and agree to maintain the confidentiality of Cicis's proprietary information, potentially through written agreements. This adds an extra layer of responsibility for franchisees in managing their business operations but is crucial for maintaining the integrity and competitive advantage of the Cicis system.