What procedures must a Cicis franchisee implement to protect Confidential Information?
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 must adopt and implement reasonable procedures to prevent unauthorized use or disclosure of the Confidential Information. 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 the business they own and operate under the Franchise Agreement, both during the term of the agreement and at any time thereafter. Confidential Information includes growth and development plans, site selection criteria, training and operations materials, System Standards, methods, formats, specifications, customer data, knowledge, experience, vendor information, proprietary software, customer information, and operating results of Cicis Restaurants. Confidential Information does not include information that is publicly known without violation of law or any obligation to Cicis.
Franchisees may only share Confidential Information with their owners, employees, and independent contractors who need access to it for restaurant operations, provided they are bound by the same confidentiality obligations. Franchisees must ensure that these individuals do not copy, duplicate, record, or reproduce any Confidential Information without Cicis's prior written consent, and they must not make it available to any unauthorized person. 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 expiration, termination, or transfer of the Franchise Agreement.
Furthermore, if Cicis develops an internal communications network (Intranet), franchisees must use it in compliance with all applicable laws and the standards, protocols, and restrictions outlined in the Manuals, including those related to encrypting Confidential Information and preventing libelous or defamatory statements. If Cicis requires franchisees to use a branded email address, Cicis will have unrestricted access to all such email accounts and may deactivate them or limit access at any time. The Manuals themselves, along with any passwords and access credentials, are considered Confidential Information and must be protected against improper use and disclosure. Franchisees may disclose the Manuals to employees who need to know the contents, provided those employees are bound by written confidentiality obligations. Franchisees cannot copy, duplicate, record, reproduce, distribute, or publish any part of the Manuals or use their contents in any other business.