Does Cicis grant franchisees an exclusive territory under the Franchise Agreement?

You will not receive an exclusive territory either under the Franchise Agreement or under the Area Development Agreement. You may face competition from other franchisees, from outlets that we own, or from other channels of distribution or competitive brands that we control.

Franchise Agreement

The Franchise Agreement gives you the right to operate your Cicis Restaurant at a single location that you select and we accept. You must select your site from within a geographic area that we call your Designated Area and that is described in the Franchise Agreement. As long as you are in compliance with the Franchise Agreement, we will not, during the term of your Franchise Agreement, operate or grant others the right to operate any other Restaurant within a specified geographic area described in the Franchise Agreement (the "Protected Area"). We determine the size of the Protected Area based on various market and economic factors, such as an evaluation of market demographics, the market penetration of similar businesses, the availability of appropriate sites, and the growth trends in the market. The Protected Area generally consists of a portion of a city, county or designated market area.

The Franchise Agreement does not permit you to relocate your Cicis Restaurant. If, at any time during the term of the Franchise Agreement, you request us to consider a relocation, we will do so, but we will not be required to apply any particular standards or guidelines to our consideration. Our decision on whether to grant your request will be made in our sole discretion. You have no right of first refusal or similar rights to acquire additional franchises or establish additional Restaurants.

Other Restaurants, food aggregators, and/or third-party delivery service providers may deliver to customers located in your Protected Area and vice-versa. You may not sell any products or services sold at your Cicis Restaurant through any alternate distribution channels, including, the Internet, catalogue sales, supermarkets, convenience stores, or grocery stores.

We and our affiliates have and retain all rights within and outside the Protected Area that are not expressly and exclusively granted to you under the Franchise Agreement, without any obligation to compensate you and without regard to whether it competes with your Cicis Restaurant, including the right to do and to authorize others to do the following: (i) establish and operate Cicis Restaurants identified by the Marks at any location outside the Protected Area, including locations that are adjacent or proximate to the Protected Area and in any Reserved Area (defined below) whether within or outside the Protected Area, (ii) establish and operate restaurants under other trade names, service marks, and trademarks at any location within or outside of the Protected Area, (iii) establish and operate Cicis To Go Restaurants anywhere in world, including within the Protected Area, (iv) offer and sell, anywhere in the world (including within the Protected Area) any similar or dissimilar products and services, whether identified by the Marks or by other trademarks, trade names or service marks, through any channel or by any method of distribution other than a full-service Cicis Restaurant (including by or through a Cicis To Go Restaurant, the Internet or similar electronic, virtual, or digital medium), on any terms and conditions we deem appropriate, and (v) acquire, be acquired by, merge with, affiliate with or engage in any transaction with other businesses (whether competitive or not) located anywhere and, even if such businesses are located in the Protected Area, (x) convert the other businesses to the Cici's brand and allow them to operate as part of the System, and/or (y) permit the other businesses to continue to operate under another name and incorporate one or more elements of the System.

A "Reserved Area" is any enclosed area of retail sales establishments in excess of 250,000 square feet, food courts, airports, hospitals, cafeterias, commissaries, schools, hotels, office buildings and stadiums, arenas, ballparks, festivals, fairs, military bases and other mass gathering locations or events.

Source: Item 12 — TERRITORY (FDD pages 38–40)