Are Cicis franchisees required to have independent contractors sign a confidentiality agreement?
Cicis Franchise · 2025 FDDAnswer from 2025 FDD Document
You may divulge such Confidential Information only to those of your Owners, employees and independent contractors who must have access to it in order to operate your Restaurant and then only if they are bound to the same obligations regarding confidentiality to which you are obligated under this Section. You may not, and you will ensure that your Owners, employees and independent contractors will not, without our prior written consent, copy, duplicate, record, or otherwise reproduce any Confidential Information, in
whole or in part, nor otherwise make the same available to any unauthorized Person. Prior to disclosing any Confidential Information to any Person that you are permitted under this Section to disclose such information, you will obtain the execution by such Person of covenants similar to those set forth in this Section 9.B, on our then-current form of agreement. The covenant in this Section 9.B. will survive the expiration, termination, or Transfer of this Agreement or any interest herein.
Source: Item 22 — CONTRACTS (FDD pages 64–65)
What This Means (2025 FDD)
According to Cicis's 2025 Franchise Disclosure Document, franchisees are obligated to ensure that their independent contractors, along with owners and employees, maintain the confidentiality of Cicis's proprietary information. Franchisees must ensure that independent contractors with access to confidential information are bound by the same confidentiality obligations as the franchisee. This includes preventing unauthorized use or disclosure of confidential information, both during and after the term of the franchise agreement.
Prior to disclosing any confidential information to an independent contractor, the franchisee must obtain the execution of covenants similar to those outlined in Section 9.B of the franchise agreement, using Cicis's current form of agreement. This ensures that the independent contractor is legally bound to protect the confidential information. The confidentiality obligations survive the expiration, termination, or transfer of the Franchise Agreement.
Confidential Information includes growth and development plans, site selection criteria, training and operations materials, System Standards, methods, formats, specifications, standards, systems, procedures, techniques, market research, customer data, knowledge, experience, vendor information, proprietary software or technology, customer lists, and operating results and financial performance of Cicis Restaurants. Franchisees must implement reasonable procedures to prevent unauthorized use or disclosure of this Confidential Information by their independent contractors.
This requirement is typical in franchising, as franchisors need to protect their trade secrets and other confidential information. By requiring franchisees to have their independent contractors sign confidentiality agreements, Cicis aims to maintain the secrecy of its business methods and protect its competitive advantage. The franchisee bears the responsibility of enforcing these confidentiality obligations with their independent contractors.