Are Cicis franchisees required to prevent unauthorized use of Confidential Information by independent contractors?
Cicis Franchise · 2025 FDDAnswer from 2025 FDD Document
You agree that you, your Owners, your employees and independent contractors will adopt and implement reasonable procedures to prevent unauthorized use or disclosure of the Confidential Information. Further, you and your Owners, and your employees, and independent contractors will not, during the Term or at any time thereafter, disclose any of our Confidential Information to any other Person or use any of our Confidential Information for any purposes other than the business you own and operate pursuant to this Agreement.
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 required to ensure that their independent contractors do not misuse confidential information. Cicis considers information about the System and the operation of Cicis Restaurants as confidential. This includes growth plans, site selection criteria, training materials, System Standards, specifications, vendor knowledge, proprietary software, customer data, and financial performance data.
Franchisees must implement reasonable procedures to prevent unauthorized use or disclosure of this Confidential Information by their owners, employees, and independent contractors. Franchisees must also ensure that these parties do not disclose Confidential Information to any other person or use it for purposes outside of the Cicis business.
Furthermore, franchisees may only share Confidential Information with their owners, employees, and independent contractors who need access to it for restaurant operations, provided these individuals are bound by the same confidentiality obligations. Before disclosing any Confidential Information, franchisees must obtain a signed agreement from the recipient, committing them to confidentiality terms similar to those in the franchise agreement. These confidentiality obligations survive the termination or transfer of the franchise agreement.