What section of the Cicis Franchise Disclosure Document discusses confidentiality and noncompetition covenants?
Cicis Franchise · 2025 FDDAnswer from 2025 FDD Document
[Item 22: CONTRACTS]
- B. Confidentiality; Innovations. You and your Owners and personnel may from time to time be provided with or otherwise be exposed to certain information about the System and the development and operation of Cicis Restaurants, including your Restaurant (some, but not all of which may be "trade secrets" under applicable law), that we consider and protect as our confidential information (regardless of whether they are marked as such), including the following (collectively, the "Confidential Information"):
- (1) growth and development plans, strategies, and forecasts related to the System;
- (2) site selection criteria;
- (3) initial or additional training and operations materials, including recipes and the Manuals;
- (4) the System Standards and other methods, formats, specifications, standards, systems, procedures, techniques, market research, customer data, knowledge, and experience used in developing, promoting and operating Cicis Restaurants;
- (5) knowledge of specifications for, and vendors of, assets and other products and supplies;
- (6) any software or other technology which is proprietary to us, our affiliates, or the System, including digital passwords and identifications and any source code of, and data, reports, and other materials generated by, the software or other technology;
- (7) customers of Cicis Restaurants (including your Restaurant); and
- (8) knowledge of the operating results and financial performance of Cicis Restaurants (including your Restaurant).
Confidential Information does not include information, knowledge, or know-how, which is lawfully known to the public without violation of applicable law or an obligation to us or our affiliates.
You agree that you, your Owners, your employees and independent contractors will adopt and implement reasonable procedures to prevent unauthorized use or disclosure of the Confidential Information. Further, you and your Owners, and your employees, and independent contractors will not, during the Term or at any time thereafter, disclose any of our Confidential Information to any other Person or use any of our Confidential Information for any purposes other than the business you own and operate pursuant to this Agreement.
[Item 22: CONTRACTS]
- C. Noncompetition Covenants. You acknowledge that you, your Owners, your employees, and your other representatives will receive valuable training and access to Confidential Information during the Term which are beyond your and their present skills and experience, including information regarding our operational, sales, and promotional and marketing methods and techniques and those of the System. You acknowledge that (i) such specialized training and Confidential Information provide a competitive advantage and will be valuable to each of you in the development and operation of your Restaurant, and (ii) gaining access to such specialized training and Confidential Information is, therefore, a primary reason for entering into this Agreement. In consideration for such specialized training, Confidential Information and rights, you agree that:
- (1) during the Term, except as we otherwise approve in writing, neither you nor any of your Owners and Operator (and members of their immediate family) will, either directly or indirectly, anywhere in the world, for yourself or themselves or through, on behalf of, or in conjunction with any other Person:
- (a) divert, or attempt to divert, any business or customer of your Restaurant to any competitor, by direct or indirect inducement or otherwise;
- (b) except with respect to other Cicis Restaurants operated under valid franchise agreements with us, own, maintain, operate, engage in, be employed by, or have any financial or beneficial interest in, advise, assist, aid, make loans to, act as landlord to, or otherwise support, anywhere in the world, any Competing Business (defined below); or
- (1) during the Term, except as we otherwise approve in writing, neither you nor any of your Owners and Operator (and members of their immediate family) will, either directly or indirectly, anywhere in the world, for yourself or themselves or through, on behalf of, or in conjunction with any other Person:
Source: Item 22 — CONTRACTS (FDD pages 64–65)
What This Means (2025 FDD)
According to Cicis's 2025 Franchise Disclosure Document, Item 22, titled "Contracts," addresses confidentiality and noncompetition covenants. Specifically, sections B and C within Item 22 detail these covenants.
Section B, "Confidentiality; Innovations," outlines the types of information Cicis considers confidential, such as growth plans, site selection criteria, training materials, system standards, vendor information, proprietary software, customer data, and operating results. It emphasizes that franchisees, their owners, employees, and independent contractors must adopt procedures to prevent unauthorized use or disclosure of this confidential information during and after the term of the franchise agreement. This section also mandates that franchisees ensure anyone they share confidential information with is bound by similar confidentiality obligations.
Section C, "Noncompetition Covenants," addresses the franchisee's agreement not to engage in activities that compete with Cicis. During the franchise term, franchisees, their owners, and operators (including their immediate family) are prohibited from diverting business from their Cicis restaurant to competitors or having any involvement with a competing business, whether directly or indirectly, anywhere in the world, unless Cicis provides written approval. This restriction is in place because Cicis provides valuable training and access to confidential information that gives franchisees a competitive advantage.