Does Cicis have rights not expressly granted to the franchisee in the Area Development Agreement?
Cicis Franchise · 2025 FDDAnswer from 2025 FDD Document
channel other than a Restaurant through which products and services are or may be sold.
Notwithstanding the foregoing, we reserve for ourselves and our affiliates all rights not expressly granted to you in the Area Development Agreement without any obligation to compensate you, including the right to do and to authorize others to do the following: (i) use and license others to use the System and any elements of the System in any business located or operated anywhere in the world; (ii) own and operate, and license others to own and operate, or otherwise become associated with, any business, anywhere in the world, that uses or is identified by any names, symbols or trademarks, except, as described above, in a restaurant that is located in the Development Area and is identified by the Marks; (iii) acquire, be acquired by, merge, affiliate with or engage in any transaction with other businesses (whether competitive or not) located anywhere and, even if such businesses are located in the Development Area, (a) convert the other businesses to the Cicis brand, (b) allow such other businesses to operate as part of the System, whether or not converted to the Cicis, and/or (c) permit the other businesses to continue to operate under another name; (iv) solicit customers, advertise, and authorize others to advertise, and promote sales of and from Restaurants, and fill customer orders by providing catering and delivery services anywhere, including within the Development Area; and (v) market and sell, and grant to others the right to market and sell, within and outside of the Development Area, products and services authorized for sale at Restaurants through alternative channels of distribution such as Internet, catalog sales, telemarketing, grocery stores, kiosks, mail order, or through Cicis To Go) using the Marks or other trademarks and commercial symbols.
Upon expiration or termination of the Area Development Agreement, we and our affiliates will be entitled to develop and operate, and to franchise others to develop and operate, Restaurants within the former Development Area, but not within the Protected Area granted to you under any effective Franchise Agreement between us and you.
You have no right of first refusal or similar rights to acquire additional franchises or establish additional Restaurants. We do not have the right to modify your Protected Area or Development Area during the term of the Franchise Agreement or Development Agreement, as applicable. The exclusivity granted to you is not dependent on achieving a certain sales volume, market penetration, or other contingency other that being in compliance with the applicable Franchise Agreement or Development Agreement.
ITEM 13 TRADEMARKS
The Development Agreement does not give you any rights to operate under the Marks. Under the Franchise Agreement, we grant you a license to operate a Cicis Restaurant under the primary trademark "CICIS" or "CICIS PIZZA" and to use any Marks we authorize.
The following Marks are registered on the Principal Register with the U.S. Patent and Trademark Office ("USPTO").
| MARK | REGISTRATION DATE | U.S.
Source: Item 12 — TERRITORY (FDD pages 38–40)
What This Means (2025 FDD)
According to Cicis's 2025 Franchise Disclosure Document, Cicis retains all rights not explicitly granted to the franchisee in the Area Development Agreement. This means Cicis can operate and franchise others to operate restaurants within the former Development Area upon expiration or termination of the Area Development Agreement, except within the Protected Area granted to the franchisee under an effective Franchise Agreement.
Cicis reserves the right to use and license the Cicis system and its elements in any business worldwide, own and operate businesses using Cicis's trademarks anywhere (except in a restaurant within the Development Area identified by the Marks), and engage in transactions with other businesses, even those within the Development Area, potentially converting them to Cicis or allowing them to operate under another name. Cicis also retains the right to solicit customers, advertise, promote sales, and fulfill orders anywhere, including within the Development Area, and to market and sell products and services through alternative channels like the Internet or grocery stores.
This reservation of rights allows Cicis to adapt to market changes and pursue various business strategies without being restricted by the Area Development Agreement. For a prospective franchisee, this means that Cicis could potentially operate or authorize others to operate businesses that compete with their Cicis restaurants, as long as those rights are not expressly granted to the franchisee in the Area Development Agreement. Franchisees should carefully consider these retained rights and their potential impact on their business when evaluating the Cicis franchise opportunity.
Furthermore, Cicis and its affiliates can offer and sell collateral products, such as pre-packaged food and merchandise, under the Cicis marks through any channel of distribution. They can also offer food and beverage services under the Cicis marks through various facilities, excluding full-service Cicis restaurants within the Protected Area. Additionally, Cicis can offer any products or services under other names and marks through any channel of distribution. These stipulations highlight the importance of understanding the scope of the rights granted to the franchisee and the rights retained by Cicis, as they can significantly affect the franchisee's business operations and market competition.