What documents are the parties required to execute and deliver at the closing of a Cicis franchise interest transfer?
Cicis Franchise · 2025 FDDAnswer from 2025 FDD Document
At the closing, the parties (or their authorized representatives) will execute and deliver any and all documents and instruments we or our counsel deem necessary to effect a valid and binding transfer of the Interest(s) to us or our designee and the assumption of any liabilities assumed by them.
(d) the transferee must enter into a written agreement, in form and substance satisfactory to us, assuming full, unconditional, joint and several liability for, and agreeing to perform from the date of the transfer, all obligations, covenants, and agreements contained in this Agreement; and, if the transferee is a legal entity, each of the transferee's owners as we designate must execute such agreement and jointly assume and guarantee the entity's performance of all such obligations, covenants, and agreements;
(e) the transferee must execute, for a term ending on the expiration date of this Agreement and with such renewal terms as may be provided by this Agreement, our thencurrent standard form of franchise agreement and all other ancillary agreements as we may require, which agreements will supersede this Agreement and its ancillary documents in all respects and the terms of which agreements may differ from the terms of this Agreement, including a higher percentage Royalty Fee and Fund Contribution or expenditure requirement; provided, however, that the transferee will not be required to pay any initial franchise fee; and, if the transferee is legal entity, such of transferee's owners as we may designate must execute such agreement and jointly assume and guarantee the entity's performance of all such obligations, covenants, and agreements;
(h) the transferor will remain liable for all of its obligations to us in connection with this Agreement and your Restaurant incurred prior to the effective date of the transfer and will execute any and all instruments we reasonably request to evidence such liability;
(l) the transferor agrees to comply with the provisions of this Agreement related to Competing Businesses and all such other obligations that survive expiration or termination of this Agreement; and
Source: Item 22 — CONTRACTS (FDD pages 64–65)
What This Means (2025 FDD)
According to the 2025 Cicis Franchise Disclosure Document, at the closing of a franchise interest transfer, the parties involved (or their authorized representatives) must execute and deliver all documents and instruments that Cicis or its counsel deem necessary. These documents are required to effect a valid and binding transfer of the interest to Cicis or its designee and to ensure the assumption of any liabilities by them.
In addition to the above, the transferee (the party acquiring the franchise interest) is required to enter into a written agreement, in a form and substance satisfactory to Cicis. This agreement necessitates the transferee assuming full, unconditional, joint, and several liability for all obligations, covenants, and agreements contained in the original franchise agreement from the date of the transfer. If the transferee is a legal entity, each of its owners, as designated by Cicis, must also execute this agreement and jointly guarantee the entity's performance.
Furthermore, the transferee must execute Cicis' then-current standard form of franchise agreement and any other ancillary agreements for a term ending on the expiration date of the original agreement, including any renewal terms. These new agreements will supersede the original franchise agreement and its ancillary documents in all respects, and their terms may differ, potentially including higher royalty fees and fund contribution requirements. However, the transferee will not be required to pay an initial franchise fee. The transferor (the party selling the franchise interest) will remain liable for all obligations to Cicis incurred prior to the transfer date and must execute any instruments reasonably requested by Cicis to evidence this liability. The transferor must also comply with the provisions of the agreement related to competing businesses and all other obligations that survive the expiration or termination of the agreement.