To whom can a Cicis franchisee disclose the Manuals?
Cicis Franchise · 2025 FDDAnswer from 2025 FDD Document
During the Term, we will provide you with access to our manuals applicable to the development and operation of Cicis Restaurants (collectively, the "Manuals").
We will determine the content of the Manuals, the frequency in which it may be updated, and the manner and format in which it is delivered or made available to you.
The Manuals may contain both mandatory specifications, standards, operating procedures and rules that we periodically prescribe for operating Cicis Restaurants and other specifications, standards and policies we may periodically suggest, and information on your other obligations under this Agreement (the "System Standards"), and other suggested specifications, standards and procedures.
We may periodically modify the Manuals, including in the form of memoranda and newsletters, to reflect changes in System Standards.
Our master copy of the Manuals is the controlling copy.
The Manuals and any passwords and access credentials are part of our Confidential Information (defined below) and must be protected against improper use and disclosure.
You may disclose the Manuals to your employees who need to know its contents provided they are themselves bound by written obligations of confidentiality.
You may not at any time copy, duplicate, record, or otherwise reproduce, distribute or publish any part of the Manuals or use its contents in any other business.
Source: Item 22 — CONTRACTS (FDD pages 64–65)
What This Means (2025 FDD)
According to Cicis' 2025 Franchise Disclosure Document, the franchisee can disclose the Manuals to their employees who need to know the contents, provided that these employees are bound by written confidentiality obligations. The Manuals are considered Confidential Information and must be protected against improper use and disclosure. Franchisees are explicitly prohibited from copying, duplicating, recording, reproducing, distributing, or publishing any part of the Manuals, or using their contents in any other business.
This means that while franchisees can share necessary information with their staff, they must ensure that employees understand and agree to maintain the confidentiality of the Manuals. This is typically done through a signed confidentiality agreement. The franchisor retains control over the content, updates, and delivery methods of the Manuals, emphasizing the importance of keeping this information secure and restricted to authorized personnel only.
The confidentiality extends beyond just the franchisee and their employees. Owners and personnel may be exposed to confidential information about the Cicis system, including growth and development plans, site selection criteria, training materials, and system standards. All involved parties must adopt reasonable procedures to prevent unauthorized use or disclosure of this information, both during the term of the agreement and afterward. This highlights the critical need for franchisees to implement robust internal controls and training programs to safeguard Cicis' proprietary information.
In practice, a Cicis franchisee should have a formal process for managing access to the Manuals and other confidential information. This might include keeping the Manuals in a secure location, using digital passwords to restrict access, and conducting regular training sessions to remind employees of their confidentiality obligations. By taking these steps, franchisees can minimize the risk of unauthorized disclosure and protect the integrity of the Cicis system.