Where can I find the provisions of the Cicis Franchise Agreement and Area Development Agreement referenced in Item 17?

Question

Accepted Answer

ns in the Franchise Agreement and the Area Development Agreement attached to this disclosure document.**

| Provision |  | Section in | Summary |
|---|---|---|---|
|  | Area Development Agreement – Section 5.C. | Franchise or other Agreement | 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 acquire franchisee’s business | Franchise Agreement – Section 13.C. 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. 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. |
| amount equal to your Original Cost (defined in the Franchise |  |  |  |
| Agreement), plus | 10%; (ii)  6 | to  12  months following | the |
| Provision | Section in Franchise or other Agreement Area Development Agreement - Section 6. | Summary Under the Area Development Agreement, you have 30 days to cure defaults not listed in (h) below. You may also cure defaults under any other agreement with between you (or your affiliates or guarantors) and us (or our affiliates) within the applicable cure period, if any. |  |
| h. "Cause" defined – non-curable defaults | Franchise Agreement – Section 15.A. | If you (or any of your owners, as applicable) (i) become insolvent; (ii) operate your Cicis Restaurant at a location we have not approved or sell any products or services authorized by us; (iii) fail to acquire the right to possess the location or to develop and open your Cicis Restaurant for business within the prescribed timeframe; (iv) fail to construct or remodel your Cicis Restaurant in accordance with the approved plans and specifications; (v) lose the right to possess the premises of your Cicis Restaurant; (vi) close your Cicis Restaurant for business or inform us of your intention to permanently cease operation of your Cicis Restaurant (except as permitted under the Reopen Incentive Addendum), (vii) fail to actively operate your Cicis Restaurant for 3 or more consecutive days, (viii) otherwise abandon or appear to have abandoned your rights; (ix) are convicted of or plead guilty to felony or any other crime or offense that we believe is reasonably likely to have an adverse effect on the System, the Marks, or our goodwill; (x) endanger or threaten public health or safety from the construction, maintenance, or operation of your Cicis Restaurant; (xi) fail to ensure that you and your required personnel complete our initial training; (xii) make or attempt an unauthorized transfer; (xiii) fail, refuse, or neglect promptly to pay (or cause your affiliates to pay) any monies owing to us, any of our affiliates, or the designated suppliers or to submit the financial or other information required by us; (xiv) are in default of any other agreement with us, our affiliate or our designated suppliers (including the Area Development Agreement); (xv) engage in Competing Businesses; (xvi) fail to comply with the confidentiality obligations; (xvii) falsify records; or (xviii) are in breach of your (or their) obligations. |  |
| Provision                                                        | Section in Franchise or other Agreement            | Summary                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|------------------------------------------------------------------|----------------------------------------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                  | Area Development Agreement – Section 6.B. | If you (or any of your owners, as applicable) (i) have made or make any material misrepresentation or omission in the application materials; (ii) you fail to comply with the Development Schedule; (iii) make or attempt to make an unpermitted transfer; (iv) fail to comply with 3 or more of your or their obligations during any 12 consecutive month period or on 2 or more separate occasions within any 6 consecutive month period fail to comply with the same obligation under the Area Development Agreement; (v) become insolvent; (vi) fail to comply with anti-terrorism laws, ordinances, regulations and Executive Orders; (vii) fail to comply with any other provision of this Agreement and do not correct the failure within 30 days after we deliver written notice of the failure to you; (viii) or an affiliate fails to comply with any other agreement with us or our affiliate, including any Franchise Agreement, unless the failure is timely and completely cured within any cure period provided under the applicable agreement); or (ix) you (or any of your owners) engage in any conduct which, in our opinion, adversely affects the reputation of Cicis Restaurants or the goodwill associated with the Marks. |
| i. Franchisee's obligations on termination/ non-renewal | Franchise Agreement – Section 16                | You must immediately (i) cease operating the applicable Cicis Restaurant; (ii) cease using the Marks and the Confidential Information; (iii) cancel any assumed name or equivalent registrations which contain any Mark; (iv) stop identifying yourself and your business as associated with the Cicis brand; (v) pay all outstanding amounts due to us and our affiliates, including enforcement cost; (vi) return the Manual and other Confidential Information to us without retaining a copy of it; and (vii) comply with the non-compete covenants.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|                                                                  | Area Development Agreement – Section 7.         | You and your owners must immediately (i) cease to exercise or attempt to exercise any of the rights granted under the Area Development Agreement; (ii) comply with all obligations that either expressly survive or by their nature are intended to survive the expiration or termination; and (iii) refrain from interfering or attempting to interfere with our or our affiliates' relationships with any vendors, franchisees or consultants 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.

Source: Item 17 — RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION (FDD pages 45–53)

Where can I find the provisions of the Cicis Franchise Agreement and Area Development Agreement referenced in Item 17?

Answer from 2025 FDD Document

What This Means (2025 FDD)

Provision		Section in	Summary
	Area Development Agreement – Section 5.C.	Franchise or other Agreement	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 acquire franchisee’s business	Franchise Agreement – Section 13.C. 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. 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.
amount equal to your Original Cost (defined in the Franchise
Agreement), plus	10%; (ii) 6	to 12 months following	the
Provision	Section in Franchise or other Agreement Area Development Agreement - Section 6.	Summary Under the Area Development Agreement, you have 30 days to cure defaults not listed in (h) below. You may also cure defaults under any other agreement with between you (or your affiliates or guarantors) and us (or our affiliates) within the applicable cure period, if any.
h. "Cause" defined – non-curable defaults	Franchise Agreement – Section 15.A.	If you (or any of your owners, as applicable) (i) become insolvent; (ii) operate your Cicis Restaurant at a location we have not approved or sell any products or services authorized by us; (iii) fail to acquire the right to possess the location or to develop and open your Cicis Restaurant for business within the prescribed timeframe; (iv) fail to construct or remodel your Cicis Restaurant in accordance with the approved plans and specifications; (v) lose the right to possess the premises of your Cicis Restaurant; (vi) close your Cicis Restaurant for business or inform us of your intention to permanently cease operation of your Cicis Restaurant (except as permitted under the Reopen Incentive Addendum), (vii) fail to actively operate your Cicis Restaurant for 3 or more consecutive days, (viii) otherwise abandon or appear to have abandoned your rights; (ix) are convicted of or plead guilty to felony or any other crime or offense that we believe is reasonably likely to have an adverse effect on the System, the Marks, or our goodwill; (x) endanger or threaten public health or safety from the construction, maintenance, or operation of your Cicis Restaurant; (xi) fail to ensure that you and your required personnel complete our initial training; (xii) make or attempt an unauthorized transfer; (xiii) fail, refuse, or neglect promptly to pay (or cause your affiliates to pay) any monies owing to us, any of our affiliates, or the designated suppliers or to submit the financial or other information required by us; (xiv) are in default of any other agreement with us, our affiliate or our designated suppliers (including the Area Development Agreement); (xv) engage in Competing Businesses; (xvi) fail to comply with the confidentiality obligations; (xvii) falsify records; or (xviii) are in breach of your (or their) obligations.
Provision	Section in Franchise or other Agreement	Summary
------------------------------------------------------------------	----------------------------------------------------------	------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
	Area Development Agreement – Section 6.B.	If you (or any of your owners, as applicable) (i) have made or make any material misrepresentation or omission in the application materials; (ii) you fail to comply with the Development Schedule; (iii) make or attempt to make an unpermitted transfer; (iv) fail to comply with 3 or more of your or their obligations during any 12 consecutive month period or on 2 or more separate occasions within any 6 consecutive month period fail to comply with the same obligation under the Area Development Agreement; (v) become insolvent; (vi) fail to comply with anti-terrorism laws, ordinances, regulations and Executive Orders; (vii) fail to comply with any other provision of this Agreement and do not correct the failure within 30 days after we deliver written notice of the failure to you; (viii) or an affiliate fails to comply with any other agreement with us or our affiliate, including any Franchise Agreement, unless the failure is timely and completely cured within any cure period provided under the applicable agreement); or (ix) you (or any of your owners) engage in any conduct which, in our opinion, adversely affects the reputation of Cicis Restaurants or the goodwill associated with the Marks.
i. Franchisee's obligations on termination/ non-renewal	Franchise Agreement – Section 16	You must immediately (i) cease operating the applicable Cicis Restaurant; (ii) cease using the Marks and the Confidential Information; (iii) cancel any assumed name or equivalent registrations which contain any Mark; (iv) stop identifying yourself and your business as associated with the Cicis brand; (v) pay all outstanding amounts due to us and our affiliates, including enforcement cost; (vi) return the Manual and other Confidential Information to us without retaining a copy of it; and (vii) comply with the non-compete covenants.
	Area Development Agreement – Section 7.	You and your owners must immediately (i) cease to exercise or attempt to exercise any of the rights granted under the Area Development Agreement; (ii) comply with all obligations that either expressly survive or by their nature are intended to survive the expiration or termination; and (iii) refrain from interfering or attempting to interfere with our or our affiliates' relationships with any vendors, franchisees or consultants 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.