What are the required provisions of the Non-Disturbance Agreement that the landlord must obtain for a Cicis franchise?
Cicis Franchise · 2025 FDDAnswer from 2025 FDD Document
Landlord must obtain and deliver to Tenant within thirty (30) days after the Lease Execution Date an agreement ("Non-Disturbance Agreement") with the holder of any existing mortgage, deed of trust, ground lease or other security instrument (any one or more, an "Encumbrance") affecting the Shopping Center, in a form reasonably satisfactory to Tenant containing the following provisions (the "Non-Disturbance Provisions"): (i) the Lease and Tenant's rights under the Lease will not be disturbed by any foreclosure or termination action so long as Tenant is not in default under the Lease beyond all applicable notice and opportunity to cure periods; (ii) Tenant will not be joined in any foreclosure or termination action related to the Encumbrance; and (iii) the Lease will automatically become a direct lease between any successor to Landlord's interest, as landlord, and Tenant.
In addition, the Lease will not become subordinate to any subsequent Encumbrance affecting the Shopping Center unless and until Landlord obtains from the holder of the Encumbrance an agreement containing the Non-Disturbance Provisions.
Source: Item 22 — CONTRACTS (FDD pages 64–65)
What This Means (2025 FDD)
According to Cicis' 2025 Franchise Disclosure Document, the landlord must provide a Non-Disturbance Agreement to the tenant within 30 days of the lease execution date. This agreement must be reasonably satisfactory to the tenant and contain specific provisions to protect the franchisee.
The Non-Disturbance Agreement must include stipulations that the lease and the tenant's rights under it will not be affected by any foreclosure or termination action, provided the tenant is not in default beyond any applicable notice and cure periods. Additionally, the tenant cannot be involved in any foreclosure or termination action related to an encumbrance. The agreement also ensures that the lease automatically becomes a direct lease between any successor to the landlord's interest and the tenant.
Furthermore, the lease cannot be subordinate to any subsequent encumbrance affecting the shopping center unless the landlord secures an agreement from the encumbrance holder that includes these Non-Disturbance Provisions. This protects the Cicis franchisee from disruptions due to landlord-related financial or legal issues, ensuring they can continue operating their restaurant as long as they meet their lease obligations.