Are Cicis franchisees required to protect software passwords as Confidential Information?
Cicis Franchise · 2025 FDDAnswer from 2025 FDD Document
e signed a confidentiality agreement, in form and substance we approve, pursuant to which they agree to maintain the same level of confidence to which you are bound under this Agreement. We may, from time to time, revise the contents of the Manuals, and you hereby expressly agree to comply with each new or changed standard. In the event of any dispute as to the contents of the Manuals, the terms of the master copy of the Manuals that we maintain will control.
- B. Confidentiality; Innovations. You and your Owners and personnel may from time to time be provided with or otherwise be exposed to certain information about the System and the development and operation of Cicis Restaurants, including your Restaurant (some, but not all of which may be "trade secrets" under applicable law), that we consider and protect as our confidential information (regardless of whether they are marked as such), including the following (collectively, the "Confidential Information"):
- (1) growth and development plans, strategies, and forecasts related to the System;
- (2) site selection criteria;
- (3) initial or additional training and operations materials, including recipes and the Manuals;
- (4) the System Standards and other methods, formats, specifications, standards, systems, procedures, techniques, market research, customer data, knowledge, and experience used in developing, promoting and operating Cicis Restaurants;
- (5) knowledge of specifications for, and vendors of, assets and other products and supplies;
- (6) any software or other technology which is proprietary to us, our affiliates, or the System, including digital passwords and identifications and any source code of, and data, reports, and other materials generated by, the software or other technology;
- (7) customers of Cicis Restaurants (including your Restaurant); and
- (8) knowledge of the operating results and financial performance of Cicis Restaurants (including your Restaurant).
Confidential Information does not include information, knowledge, or know-how, which is lawfully known to the public without violation of applicable law or an obligation to us or our affiliates.
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.
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 protect software passwords as Confidential Information. Cicis considers specific information about the System and the operation of Cicis Restaurants as confidential, including any software or other technology proprietary to Cicis, its affiliates, or the System. This extends to digital passwords and identifications, as well as any source code, data, reports, and other materials generated by the software or other technology. Franchisees must treat this information as confidential, regardless of whether it is explicitly marked as such.
Cicis franchisees must adopt and implement reasonable procedures to prevent unauthorized use or disclosure of Confidential Information. During the term of the agreement and afterward, franchisees, their owners, employees, and independent contractors are prohibited from disclosing any Confidential Information to any other person or using it for purposes other than operating the franchised business. This obligation ensures that sensitive information remains protected and is not used to the detriment of the Cicis system.
The Cicis FDD also states that the Manuals and any passwords and access credentials are part of Cicis's Confidential Information and must be protected against improper use and disclosure. Franchisees may disclose the Manuals to their employees who need to know its contents, provided those employees are bound by written obligations of confidentiality. This highlights the importance Cicis places on safeguarding its operational knowledge and systems.
Furthermore, if Cicis develops an internal communications network (Intranet), franchisees must use it in accordance with all applicable laws and in strict compliance with the standards, protocols, and restrictions included in the Manuals. These standards include those relating to the encryption of Confidential Information and prohibitions against the transmission of libelous, derogatory, or defamatory statements. This requirement ensures that all electronic communications within the Cicis system adhere to strict confidentiality and legal standards.