What law governs the Cicis franchise agreement and claims arising from the relationship between Cicis and its franchisees, excluding conflict of laws rules?

According to the 2025 FDD, the Cicis franchise agreement and the relationship between Cicis and its franchisees are generally governed by the laws of the State of Texas, excluding its conflict of laws rules. This means that if there are disputes or legal claims, Texas law will be applied, providing a consistent legal framework for interpreting the agreement and resolving issues. However, this is with the exception of matters governed by the United States Trademark Act of 1946 (Lanham Act) or other United States federal law, which would take precedence.

There is an exception to the application of Texas state law. Any state law regulating the offer or sale of franchises or governing the relationship of a franchisor and its franchisee will not apply unless its jurisdictional requirements are met independently without reference to this section of the agreement. This clause ensures that specific state franchise laws are respected if they independently apply, regardless of the general governing law being Texas law.

This clause provides a mutual benefit by ensuring uniform interpretation of the agreement and any disputes arising from it. Franchisees should be aware that while Texas law generally applies, federal laws and specific state franchise regulations may also come into play under certain circumstances. Franchisees should seek legal counsel to understand how these laws interact and affect their rights and obligations under the franchise agreement.