What representations, warranties, and covenants are franchisees required to make in the Cicis franchise agreement?
Cicis Franchise · 2025 FDDAnswer from 2025 FDD Document
improvements commonly known as the Shopping Center. During the term of the Lease, no part of the Shopping Center may be leased, sold, used
or occupied for the Exclusive Right other than (a) the Leased Premises; or (b) any portion of the Shopping Center leased and occupied by another tenant of Landlord whose existing lease expressly permitted such use.
- In the event of any conflict between this Rider and the Lease, the terms of this Rider shall control, and the Lease may not be modified or amended in any manner inconsistent with the terms of this Rider.
LANDLORD:
ATTACHMENT D TO FRANCHISE AGREEMENT
REPRESENTATIONS AND ACKNOWLEDGMENT STATEMENT
DO NOT SIGN THIS QUESTIONNAIRE IF YOU ARE LOCATED, OR YOUR RESTAURANT WILL BE LOCATED IN: ILLINOIS, INDIANA, MARYLAND, OR VIRGINIA.
The purpose of this Statement is to demonstrate to On Smile LLC ("Franchisor") that the person(s) signing below ("I," "me" or "my"), whether acting individually or on behalf of any legal entity established to acquire the area development and/or franchise rights ("Franchisee"), (a) fully understands that the purchase of a Cicis Buffet Restaurant or Cicis To Go Restaurant franchise is a significant long-term commitment, complete with its associated risks, and (b) is not relying on any statements, representations, promises or assurances that are not specifically set forth in Franchisor's Franchise Disclosure Document and Exhibits (collectively, the "FDD") in deciding to purchase the franchise.
In that regard, I represent to Franchisor and acknowledge that:
I understand that buying a franchise is not a guarantee of success. Purchasing or establishing any business is risky, and the success or failure of the franchise is subject to many variables such as my skills and abilities (and those of my partners, officers, employees), the time my associates and I devote to the business, competition, interest rates, the economy, inflation, operation costs, location, lease terms, the market place generally and other economic and business factors. I am aware of and am willing to undertake these business risks. I understand that the success or failure of my business will depend primarily upon my efforts and not those of Franchisor. INITIAL: I received a copy of the FDD, including the Franchise Agreement and Area Development Agreement, at least 14 calendar days before I executed the Franchise Agreement and/or the Area Development Agreement, as applicable. I understand that all of my rights and responsibilities and those of Franchisor in connection with the franchise are set forth in these documents and only in these documents. I acknowledge that I have had the opportunity to personally and carefully review these documents and have, in fact, done so. I have been advised to have professionals (such as lawyers and accountants) review the documents for me and to have them help me understand these documents.
Source: Item 22 — CONTRACTS (FDD pages 64–65)
What This Means (2025 FDD)
According to the 2025 Cicis Franchise Disclosure Document, franchisees make several acknowledgments, representations, and covenants within the franchise agreement. Attachment D to the franchise agreement includes a "Representations and Acknowledgment Statement" where the franchisee acknowledges that purchasing a Cicis franchise is a significant long-term commitment with associated risks. They also acknowledge that their decision to purchase the franchise is not based on any statements, representations, promises, or assurances not specifically outlined in Cicis' Franchise Disclosure Document and Exhibits. This statement is not to be signed if the restaurant will be located in Illinois, Indiana, Maryland, or Virginia.
Franchisees also agree to non-competition covenants, acknowledging that they, their owners, employees, and representatives will receive valuable training and access to confidential information during the term of the agreement. This information includes operational, sales, promotional, and marketing methods and techniques of the Cicis system. Franchisees recognize that this specialized training and confidential information provide a competitive advantage and are valuable in developing and operating their restaurant.
During the term of the agreement, franchisees (along with their owners and operators) agree not to divert business or customers from their Cicis restaurant to any competitor. They also agree not to own, operate, or have any financial interest in any competing business, except for other Cicis restaurants operated under valid franchise agreements with Cicis. These non-competition covenants are in place to protect Cicis's business model, system standards, and market share by preventing franchisees from using the franchisor's proprietary information and training to benefit competing businesses.