What rights does Cicis retain within and outside the Protected Area?
Cicis Franchise · 2025 FDDAnswer from 2025 FDD Document
- (4) We and our affiliates have and retain all rights within and outside the Protected Area that are not expressly and exclusively granted to you under this Agreement and the right to do anything that we have not, in this Agreement, expressly agreed not to do, including the right to do and to authorize others to do the following: (i) establish and operate Cicis Restaurants identified by the Marks at any location outside the Protected Area, including locations that are adjacent or proximate to the Protected Area, (ii) establish and operate Cicis Restaurants identified by the Marks in any Reserved Area (defined below) whether within or outside the Protected Area, (iii) establish and operate restaurants under other trade names, service marks, and trademarks at any location within or outside of the Protected Area, (iv) establish and operate Cicis To Go Restaurants anywhere in world, including within the Protected Area, (v) offer and sell, anywhere in the world (including within the Protected Area) any similar or dissimilar products and services, whether identified by the Marks or by other trademarks, trade names or service marks, through any channel or by any method of distribution other than a full-service Cicis Restaurant (including by or through a Cicis To Go Restaurant, the Internet or similar electronic media), on any terms and conditions we deem appropriate, and (vi) acquire, be acquired by, merge with, 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 Protected Area, (x) convert the other businesses to the Cicis brand and allow them to operate as part of the System, and/or (y) permit the other businesses to continue to operate under another name and incorporate one or more elements of the System.
A "Reserved Area" is any enclosed area of retail sales establishments in excess of 250,000 square feet, food courts, airports, hospitals, cafeterias, commissaries, schools, hotels, office buildings and stadiums, arenas, ballparks, festivals, fairs, military bases and other mass gathering locations or events.
Source: Item 22 — CONTRACTS (FDD pages 64–65)
What This Means (2025 FDD)
According to Cicis's 2025 Franchise Disclosure Document, Cicis retains all rights within and outside a franchisee's protected area that are not expressly and exclusively granted to the franchisee in the franchise agreement. This means Cicis has broad authority to operate and authorize others to operate in ways that could potentially compete with a franchisee's business.
Specifically, Cicis reserves the right to establish and operate Cicis Restaurants, identified by the Marks, outside the Protected Area, including adjacent or proximate locations. Cicis can also establish and operate Cicis Restaurants within any Reserved Area, whether inside or outside the Protected Area. Reserved Areas include large retail spaces exceeding 250,000 square feet, food courts, airports, hospitals, cafeterias, commissaries, schools, hotels, office buildings, stadiums, arenas, ballparks, festivals, fairs, military bases, and other mass gathering locations or events.
Furthermore, Cicis retains the right to operate restaurants under different trade names and trademarks anywhere, including within a franchisee's Protected Area. They can also establish and operate Cicis To Go Restaurants anywhere in the world, including within the Protected Area. Cicis can offer and sell similar or dissimilar products and services through any channel other than a full-service Cicis Restaurant, such as through Cicis To Go Restaurants or online, anywhere in the world, including within the Protected Area. Finally, Cicis can engage in transactions with other businesses, even those located in the Protected Area, and potentially convert them to the Cicis brand or allow them to incorporate elements of the Cicis system while operating under another name.
This broad reservation of rights highlights the importance of understanding the scope of the Protected Area and the potential for Cicis to operate or authorize operations that could compete with a franchisee's restaurant. Prospective franchisees should carefully consider these factors and conduct thorough market research to assess the potential impact on their investment.