Does the Cicis franchise agreement state that the covenants within it are considered independent of each other?
Cicis Franchise · 2025 FDDAnswer from 2025 FDD Document
- B. Entire Agreement. This Agreement and the attachments hereto constitute the entire, full, and complete agreement between us and you concerning the subject matter hereof and will supersede all prior related agreements between us and you; provided, however, that nothing in this or any related agreement is intended to disclaim the representations we made in the franchise disclosure document that we furnished to you. Except for those permitted to be made unilaterally by us hereunder, no amendment, change, or variance from this Agreement will be binding on either party unless mutually agreed to by the parties and executed by their authorized officers or agents in writing.
- C. No Waiver. The following provision applies if you or the franchise granted hereby are subject to the franchise registration or disclosure laws of Illinois, Indiana, Maryland or Virginia: No statement, questionnaire, or acknowledgment signed or agreed to by a franchisee in connection with the commencement of the franchise relationship shall have the effect of (i) waiving any claims under any applicable state franchise law, including fraud in the inducement, or (ii) disclaiming reliance on any statement made by any franchisor, franchise seller, or other person acting on behalf of the franchisor.
This provision supersedes any other term of any document executed in connection with the franchise. No delay, waiver, omission, or forbearance to exercise any right, option, duty, or power arising out of any breach or default by a party will constitute a waiver of the right to enforce any such right, option, duty, or power, or as to a subsequent breach or default. Acceptance by us of any payments after their due date will not be deemed a waiver of any preceding breach of your or your related parties' obligations however those obligations arise.
- D.
No Implied Warranties.
We make no warranties, guarantees or promises upon which you or your related parties may rely and assume no liability or obligation to you or any such related party unless they are expressly stated in writing.
You agree that no implied warranties may be used to vary the expressed terms of this or any other agreement.
- E.
Source: Item 22 — CONTRACTS (FDD pages 64–65)
What This Means (2025 FDD)
Based on the 2025 Franchise Disclosure Document, the Cicis franchise agreement does not explicitly state that the covenants within it are considered independent of each other. However, the agreement does address the concept of waivers and the enforceability of its provisions.
Specifically, the Cicis franchise agreement states that a delay or failure to exercise any right or power will not operate as a waiver of that right, nor will it waive any subsequent breach or default. This means that Cicis's inaction on one breach by the franchisee does not prevent Cicis from enforcing that right in the future or acting upon a different breach. Additionally, acceptance of late payments does not waive any prior breaches of the franchisee's obligations.
Furthermore, the Cicis agreement includes a "No Implied Warranties" clause, stating that Cicis makes no warranties, guarantees, or promises unless expressly stated in writing, and no implied warranties can be used to alter the agreement's terms. This reinforces that the franchisee cannot rely on any understanding or expectation outside the written contract. These stipulations ensure that the written terms of the franchise agreement are upheld and that neither party can claim waivers or implied conditions to circumvent their obligations.