What is the relationship between the Cicis Franchise Agreement and the Underperforming Incentive Program Addendum regarding the definition of capitalized terms?
Cicis Franchise · 2025 FDDAnswer from 2025 FDD Document
On Smile LLC ("we") and the "Franchisee" identified below ("you" and, together with us, the "Parties") execute this Underperforming Incentive Program Addendum (the "Addendum") to supplement and amend that certain Franchise Agreement the Parties have executed immediately prior to the execution of this Addendum (as it might have otherwise been amended, the "Franchise Agreement"). The "Effective Date" of this Addendum is the same as the Effective Date of the Franchise Agreement. Terms used but not defined in this Addendum have the meanings given them in the Franchise Agreement. For valuable consideration, receipt and sufficiency of which are acknowledged, the Parties agree as follows:
Source: Item 23 — RECEIPTS (FDD pages 65–263)
What This Means (2025 FDD)
According to Cicis's 2025 Franchise Disclosure Document, the Underperforming Incentive Program Addendum is designed to supplement and amend the existing Franchise Agreement. When reviewing the addendum, it's important to understand how defined terms are used across both documents.
The Underperforming Incentive Program Addendum states that any capitalized terms used within the addendum, but not specifically defined in it, will have the same meanings as those defined in the original Franchise Agreement. This ensures consistency and avoids confusion when interpreting the terms of the agreement.
This means that franchisees need to refer back to the Franchise Agreement for the precise definitions of key terms that are capitalized but not explicitly defined in the addendum. This is a common legal drafting technique to streamline related documents and avoid redundant definitions.
For a prospective Cicis franchisee, this highlights the importance of carefully reviewing both the Franchise Agreement and any addenda together to fully understand their rights and obligations. Understanding the interplay between these documents is crucial for making informed decisions and ensuring compliance with the franchise terms.