What right does Cicis reserve regarding the Marks used by the franchisee?
Cicis Franchise · 2025 FDDAnswer from 2025 FDD Document
Agreements Regarding the Marks.
You understand, acknowledge and agree that:
(1) The license to use the Marks is derived entirely from this Agreement and is non-exclusive except and only to the extent we expressly agree in this Agreement not to use or permit the use of the Marks.
(2) As between us and you, we or our affiliates are the owner of all right, title, and interest in and to the Marks and the goodwill associated with and symbolized by them.
You agree that you and your Owners, officers, directors, employees, contractors, and other representatives will not take (or encourage or assist anyone else to take) any action that would challenge, prejudice or interfere with our and our affiliates' rights with respect to the Marks.
Nothing in this Agreement gives you any right, title, or interest in or to any of the Marks or copyrights, or our or our affiliates' other proprietary and intellectual property, except the right to use them as and to the extent expressly granted in, and in strict compliance with the terms and conditions of, this Agreement.
Any unauthorized use of any of the foregoing is a knowing infringement of our and our affiliates' rights therein and a breach of this Agreement.
(3) All goodwill arising from your use of the Marks and the System will inure solely to our and our affiliates' benefit, and on expiration or termination of this Agreement, no monetary amount will be attributable to any goodwill associated with your use of the Marks.
(4) You will provide us with all assignments, affidavits, documents, information, and assistance we reasonably request to fully vest in us all such rights, title, and interest in and to the Marks, including all such items as are reasonably requested by us to register, maintain, and enforce such rights.
(5) We reserve the right, in our discretion, to add to, modify, and discontinue any Marks that you use in or to identify your Restaurant or any goods or services offered therein, and you agree, at your expense, to comply with our directions in that regard.
Source: Item 22 — CONTRACTS (FDD pages 64–65)
What This Means (2025 FDD)
According to Cicis's 2025 Franchise Disclosure Document, Cicis retains the right to modify or discontinue any Marks used by the franchisee to identify their restaurant or offered goods and services. The franchisee must comply with Cicis's directions regarding these changes at their own expense. The license granted to the franchisee for using the Marks is non-exclusive, except where Cicis expressly agrees not to use or permit the use of the Marks. Cicis or its affiliates retain ownership of all rights, titles, and interests in the Marks, including the goodwill associated with them. The franchisee is prohibited from taking any action that could challenge or interfere with Cicis's rights regarding the Marks.
This means that while franchisees are granted the right to use Cicis's trademarks and logos, this right is limited and subject to Cicis's control. Cicis can change its branding, logos, or other Marks at any time, and franchisees are obligated to implement these changes at their own cost. This could involve updating signage, menus, marketing materials, and other branded items. The franchisee gains no ownership over the Marks and must acknowledge Cicis's exclusive ownership.
This provision protects Cicis's brand identity and allows them to adapt their branding as needed. However, it also places a financial burden on franchisees, who must bear the costs of rebranding or updating materials to comply with Cicis's directives. Prospective franchisees should factor in these potential costs when evaluating the franchise opportunity. They should also inquire about the frequency and scope of past branding changes to better anticipate future expenses.