Are Cicis franchisees allowed to share Confidential Information with entities not specifically authorized by Cicis?
Cicis Franchise · 2025 FDDAnswer from 2025 FDD Document
You and your owners will not acquire any interest in the Confidential Information other than the right to use it in operating the Restaurant. You must maintain the absolute confidentiality of the Confidential Information during and after the expiration or termination of the Franchise Agreement. You and your Owners, your employees and independent contractors must adopt and implement reasonable procedures to prevent unauthorized use or disclosure of the Confidential Information. You and your owners can divulge this Confidential Information only to individuals or entities specifically authorized by us in advance, or to your employees or contractors who must have access to it to operate the Restaurant, however, such individuals or entities must be under a duty of confidentiality no less restrictive than your obligations to us under the Franchise Agreement. We may require you to have your employees and contractors execute individual undertakings and shall have the right to regulate the form of and be a party to or third-party beneficiary under any such agreements. Neither you nor your owners are permitted to make unauthorized copies, record or otherwise reproduce the materials or information or make them available to any unauthorized person.
Source: Item 14 — PATENTS, COPYRIGHTS, AND PROPRIETARY INFORMATION (FDD pages 42–43)
What This Means (2025 FDD)
According to Cicis's 2025 Franchise Disclosure Document, franchisees are generally prohibited from disclosing Confidential Information to unauthorized parties. The FDD specifies that franchisees, their owners, employees, and independent contractors must adopt and implement reasonable procedures to prevent unauthorized use or disclosure of Cicis's Confidential Information during and after the term of the Franchise Agreement.
The document clarifies that franchisees can only share Confidential Information with individuals or entities specifically authorized by Cicis in advance. Disclosure is also permitted to employees or contractors who need access to the information to operate the restaurant, provided these individuals are under a duty of confidentiality no less restrictive than the franchisee's obligations to Cicis. Cicis retains the right to require employees and contractors to execute individual confidentiality undertakings and can regulate the form of these agreements, potentially acting as a party or third-party beneficiary.
This strict confidentiality requirement is typical in franchising to protect the franchisor's proprietary information and maintain consistency across the franchise system. Unauthorized disclosure could lead to legal repercussions and damage the Cicis brand. Franchisees should ensure they have proper procedures in place to safeguard Confidential Information and only share it with authorized individuals who have signed appropriate confidentiality agreements.