What does the Cicis franchisee covenant not to do as partial consideration for ON SMILE LLC's willingness to take action or agree to a request?
Cicis Franchise · 2025 FDDAnswer from 2025 FDD Document
| ON SMILE LLC ("we," "us," or "our") and the undersigned franchisee ("you" or |
|---|
| "your"), currently are parties to a certain franchise agreement dated |
| , 20 |
| (the "Agreement"). You have asked us to take the following action or to agree to |
| the following request: |
| We have the right under the |
| Agreement to obtain a general release from you and your owners as a condition of taking this |
| action or agreeing to this request. Therefore, we are willing to take the action or agree to the |
| request specified above if you and your owners give us the release and covenant not to sue provided |
| below in this document. You and your owners are willing to give us the release and covenant not |
| to sue provided below as partial consideration for our willingness to take the action or agree to the |
| request described above. |
Consistent with the previous introduction, you, on your own behalf and on behalf of your affiliated entities, and each such foregoing person's or entity's successors, heirs, executors, administrators, personal representatives, agents, assigns, partners, owners, managers, directors, officers, principals and employees (collectively, the "Releasing Parties"), hereby forever release and discharge us and our current and former affiliated entities, and each such entity's officers, directors, owners, managers, principals, employees, agents, representatives, successors, and assigns (collectively, the "Franchisor Parties") of and from any and all claims, damages (known and unknown), demands, causes of action, suits, duties, liabilities, and agreements of any nature and kind (collectively, "Claims") that you and any of the other Releasing Parties now has, ever had, or, but for this document, hereafter would or could have against any of the Franchisor Parties, including without limitation, (1) arising out of or related to the Franchisor Parties' obligations under the Agreement, or (2) otherwise arising from or related to your and the other Releasing Parties' relationship, from the beginning of time to the date of your signature below, with any of the Franchisor Parties. You, on your own behalf and on behalf of the other Releasing Parties, further covenant not to sue any of the Franchisor Parties on any of the Claims released by this paragraph and represent that you have not assigned any of the Claims released by this paragraph to any individual or entity who is not bound by this paragraph.
We also are entitled to release and covenant not to sue from your owners. By his, her, or their separate signatures below, your owners likewise grant to us the release and covenant not to sue provided above.
If the franchise you operate under the Agreement is located in Maryland or if any of the Releasing Parties is a resident of Maryland, the following shall apply:
Any general release provided for hereunder shall not apply to any liability under the Maryland Franchise Registration and Disclosure Law.
Source: Item 11 — FRANCHISOR'S ASSISTANCE, ADVERTISING, COMPUTER SYSTEMS, AND TRAINING (FDD pages 31–38)
What This Means (2025 FDD)
According to Cicis's 2025 Franchise Disclosure Document, as partial consideration for ON SMILE LLC's willingness to take a specific action or agree to a franchisee's request, the franchisee agrees to release Cicis from all claims and "covenant not to sue" Cicis. This means the franchisee promises not to initiate any legal action against Cicis regarding any past, present, or future issues related to the franchise agreement or the relationship between the franchisee and Cicis. This agreement extends to the franchisee's affiliated entities, successors, heirs, and other related parties.
The release covers all types of claims, damages, demands, causes of action, suits, liabilities, and agreements, whether known or unknown. It encompasses issues arising from Cicis's obligations under the franchise agreement or any aspect of the franchisee's relationship with Cicis from the beginning of time up to the date the release is signed. The franchisee also confirms that they have not assigned any of these claims to any other party not bound by this agreement.
Cicis also requires a release and covenant not to sue from the franchisee's owners. However, if the franchise is located in Maryland, or if any of the releasing parties are residents of Maryland, the general release does not apply to any liability under the Maryland Franchise Registration and Disclosure Law. This ensures that franchisees and their owners give up their rights to sue Cicis in exchange for Cicis's agreement to take a certain action or grant a specific request, with the exception of specific legal protections afforded by Maryland franchise law.