What are the Releasing Parties covenanting not to do regarding the Franchisor Parties in the Cicis amendment?
Cicis Franchise · 2025 FDDAnswer from 2025 FDD Document
You, on behalf of yourself and on behalf of the other Releasing Parties, further covenant not to sue any of the Franchisor Parties on any of the Claims released by this Section and warrant and represent that you and they have not assigned or otherwise transferred any Claims released by this Section.
Source: Item 20 — OUTLETS AND FRANCHISEE INFORMATION (FDD pages 58–64)
What This Means (2025 FDD)
According to Cicis's 2025 Franchise Disclosure Document, the Releasing Parties agree not to sue any of the Franchisor Parties regarding any of the claims released in the agreement. This covenant is part of a broader release where the Releasing Parties discharge the Franchisor Parties from all claims, obligations, debts, proceedings, demands, causes of actions, rights to terminate and rescind, liabilities, losses, damages, and rights of every kind and nature. These claims encompass everything from the beginning of time up to the Effective Date, including those arising from the Original Franchise Agreement, the relationship it created, or the development, ownership, or operation of the Restaurant.
For a prospective Cicis franchisee, this means they are giving up their right to sue Cicis and its related entities for any known or unknown issues related to their franchise agreement, past or present, when signing the amendment. This includes disputes over the original agreement, the franchise relationship, or the operation of the restaurant. The franchisee also warrants that they have not assigned or transferred any of these claims to someone else.
However, if the Cicis restaurant is located in Maryland, or if any of the Releasing Parties is a resident of Maryland, any general release provided for in the agreement does not apply to any liability under the Maryland Franchise Registration and Disclosure Law. This provides some protection for franchisees in Maryland under their state's franchise laws. Franchisees should carefully consider the implications of this release and covenant not to sue, especially concerning potential future disputes or issues that may arise during the franchise term. It is advisable to seek legal counsel to fully understand the scope and impact of these provisions before signing.