Does the Cicis franchise agreement define 'System Standards' as Confidential Information?
Cicis Franchise · 2025 FDDAnswer from 2025 FDD Document
e signed a confidentiality agreement, in form and substance we approve, pursuant to which they agree to maintain the same level of confidence to which you are bound under this Agreement. We may, from time to time, revise the contents of the Manuals, and you hereby expressly agree to comply with each new or changed standard. In the event of any dispute as to the contents of the Manuals, the terms of the master copy of the Manuals that we maintain will control.
- B. Confidentiality; Innovations. You and your Owners and personnel may from time to time be provided with or otherwise be exposed to certain information about the System and the development and operation of Cicis Restaurants, including your Restaurant (some, but not all of which may be "trade secrets" under applicable law), that we consider and protect as our confidential information (regardless of whether they are marked as such), including the following (collectively, the "Confidential Information"):
- (1) growth and development plans, strategies, and forecasts related to the System;
- (2) site selection criteria;
- (3) initial or additional training and operations materials, including recipes and the Manuals;
- (4) the System Standards and other methods, formats, specifications, standards, systems, procedures, techniques, market research, customer data, knowledge, and experience used in developing, promoting and operating Cicis Restaurants;
- (5) knowledge of specifications for, and vendors of, assets and other products and supplies;
- (6) any software or other technology which is proprietary to us, our affiliates, or the System, including digital passwords and identifications and any source code of, and data, reports, and other materials generated by, the software or other technology;
- (7) customers of Cicis Restaurants (including your Restaurant); and
- (8) knowledge of the operating results and financial performance of Cicis Restaurants (including your Restaurant).
Confidential Information does not include information, knowledge, or know-how, which is lawfully known to the public without violation of applicable law or an obligation to us or our affiliates.
Source: Item 22 — CONTRACTS (FDD pages 64–65)
What This Means (2025 FDD)
According to the 2025 Cicis Franchise Disclosure Document, the franchise agreement does define 'System Standards' as Confidential Information. The FDD specifies that franchisees may be exposed to information about the Cicis system, including the System Standards, which Cicis considers and protects as confidential information. This means that Cicis franchisees are obligated to protect this information.
The franchise agreement states that franchisees must adopt reasonable procedures to prevent unauthorized use or disclosure of Confidential Information. Franchisees, their owners, employees, and independent contractors are prohibited from disclosing any Confidential Information to any other person or using it for any 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 confidentiality requirement is a common practice in franchising, as franchisors like Cicis need to protect their proprietary systems and methods. By classifying System Standards as Confidential Information, Cicis aims to maintain a competitive advantage and ensure consistency across all franchise locations. Prospective franchisees should carefully review the scope of Confidential Information and understand their obligations to protect it, as violations could lead to legal and financial repercussions.