Does the Cicis FDD Item 17 table summarize provisions from documents other than the Franchise Agreement?
Cicis Franchise · 2025 FDDAnswer from 2025 FDD Document
nsultants or engage in any other activity which might injure the goodwill of the Marks or the System. |
| Provision | Section in Franchise or other Agreement | Summary | |
|---|---|---|---|
| j. | Assignment of contract by franchisor | Franchise Agreement - Section 13.A. Area Development Agreement - Section 5.A. | We may transfer our rights without restriction. We may transfer our rights without restriction. |
| k. | "Transfer" by franchisee – defined | Franchise Agreement - Sections 13.B. Area Development Agreement - Sections 5.B. | Includes transfer, assignment, sale, conveyance, gift, pledge, mortgage, or other forms of disposal of the rights under the Franchise Agreement or ownership interest in you, and/or the transfer, surrender, or loss of the possession, control, or management of your Restaurant. Includes transfer, assignment, sale, conveyance, gift, pledge, mortgage, or other forms of disposal of the rights under the Area Development Agreement or ownership interest in you, and/or the transfer, surrender, or loss of the possession, control, or management of any Restaurant developed pursuant to the Area Development Agreement. |
| l. | Franchisor approval of transfer by | Franchise Agreement - Section 13.B.(1) | We have the right to approve all transfers by you or your owners but will not unreasonably withhold or delay approval. |
| franchisee | Area Development Agreement Section 5.C | You cannot assign or transfer without first obtaining our written consent. | |
| m. | Conditions for franchisor approval of transfer | Franchise Agreement - Section 13.B. | You must (i) pay all amounts due our affiliates, us or third-party vendors; (ii) not be in default; (iii) execute a general release; (iv) remain liable for pre-transfer obligations; (v) pay or cause us to be paid a transfer fee; (vi) comply and cause your other owners and their family members to comply with the post termination non-compete covenants; and (vii) provide us all information and documents we reasonably request including copies of all agreements executed in relation to proposed transfer. Transferee must (i) meet our criteria; (ii) upgrade the Restaurant to then-current standards; (iii) execute a current Franchise Agreement and other agreements; and (iv) complete our then-current training program. |
| Provision | Section in Franchise or other Agreement | Summary | |
| ---- | ---------------------------------------------- | ------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |
| Area Development Agreement – Section 5.C. | You must (i) pay all amounts due us and our affiliates and third party vendors; (ii) not be in default; (iii) provide us all information and documents we reasonably request including copies of all agreements executed in relation to transfer; (iv) execute a general release; (v) remain liable for pre-transfer obligations; (vi) pay or caused to be paid a transfer fee; and (vii) execute a non-compete agreement. Transferee must (i) meet our criteria; (ii) assume post-transfer obligations; and (iii) execute our then-standard Area Development Agreement. | ||
| n. | Franchisor's right of first refusal to | Franchise Agreement – Section 13.C. | Within 30 days after notice, we have the option to purchase the transferred interest on the same terms and conditions offered by a third party. |
| acquire franchisee's business | Area Development Agreement – Section 5.F. | Within 30 days after notice, we have the option to purchase the transferred interest on the same terms and conditions offered by a third party. |
| Provision | Section in Franchise or other Agreement | Summary | |
|---|---|---|---|
| o. | Franchisor's option to purchase franchisee's business | Franchise Agreement – Section 13.D.(3) and Section 16.J Area Development Agreement | Upon your or your Managing Owner's death or permanent disability, we (or our designee) will have the option, to be exercised in writing within 20 days from the date we receive notice of the death or permanent disability pursuant to elect to purchase your interest and/or the Managing Owner's interest in your Cicis Restaurant. If the triggering death or permanent disability occurs within (i) 6 months following the opening date of your Cicis Restaurant, then the purchase price will be an amount equal to your Original Cost (defined in the Franchise Agreement), plus 10%; (ii) 6 to 12 months following the opening date of your Cicis Restaurant, then the purchase price will be an amount equal to the Net Sales of your Cicis Restaurant for the 5-month period immediately preceding the month in which the death or permanent disability occurs, annualized, then divided by 2; and (iii) 12 months following the opening date of your Cicis Restaurant, then the purchase price will be an amount equal to the total Net Sales of your Cicis Restaurant for the 12-month period immediately preceding the month in which the death or permanent disability occurs, divided by 2. On expiration (without renewal) or termination of your Franchise Agreement, we will have the option to purchase the assets of your Cicis Restaurant at fair market value by providing you with written notice of our election within 30 days following expiration or termination of this Agreement and will pay 10% of the purchase price upon the closing of the purchase transaction and the remainder purchase price in 60 equal monthly installments of principal plus interest at a rate of interest per annum equal to the prime lending rate charged by Wells Fargo National Association or its successors in interest, determined as of the closing date with annual adjustments based on the prime rate charged on each anniversary date. Not applicable |
| p. | Death or disability of franchisee | Franchise Agreement - Section 13.D. | In case of your or your Managing Owner's death, your or their interests, in your Cicis Restaurant must be transferred to a third party we approve within 12 months after the date of death or permanent disability. If you or, as applicable, any of your Managing Owner should become permanently disabled, we may, in our sole discretion, require such interests to be transferred to a third party within 6 months after notice to you. We may assume management of your Cicis Restaurant pending the transfer. |
Source: Item 17 — RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION (FDD pages 45–53)
What This Means (2025 FDD)
According to the 2025 Cicis Franchise Disclosure Document, Item 17 summarizes provisions from both the Franchise Agreement and the Area Development Agreement. The table includes a column labeled "Section in Franchise or other Agreement" which lists the specific sections in either agreement that pertain to the summarized provision.
For example, the franchisor's option to purchase the franchisee's business is governed by both the Franchise Agreement and the Area Development Agreement. Similarly, the franchisor's right of first refusal to acquire the franchisee’s business is detailed in sections of both the Franchise Agreement and the Area Development Agreement.
Modification of the agreement is also addressed in both the Franchise Agreement and the Area Development Agreement, as noted in Item 17. This indicates that Cicis franchisees need to be aware of the terms in both agreements regarding renewal, termination, transfer, and dispute resolution, as these are not solely contained within the Franchise Agreement.