Which sections of the Cicis Agreement are incorporated into the Guaranty by reference?
Cicis Franchise · 2025 FDDAnswer from 2025 FDD Document
The provisions contained in Section 9 (Enforcement) of the Agreement, including Section 9.A (Jurisdiction and Venue), Section 9.B (Governing Law) and Section 9.E (Costs and Attorneys' Fees) of the Agreement are incorporated into this Guaranty by reference and shall govern this Guaranty and any disputes between the Guarantors and us. The Guarantors shall reimburse us for all costs and expenses we incur in connection with enforcing the terms of this Guaranty.
Source: Item 23 — RECEIPTS (FDD pages 65–263)
What This Means (2025 FDD)
According to the 2025 FDD, the Guaranty and Assumption of Obligations includes specific sections of the Cicis Area Development Agreement. Section 9, which covers enforcement, is incorporated by reference into the Guaranty. This includes subsection 9.A, which specifies jurisdiction and venue, subsection 9.B, which specifies governing law, and subsection 9.E, which covers costs and attorneys' fees.
This means that the terms outlined in those specific subsections of Section 9 of the Area Development Agreement also apply to the Guaranty. The guarantors are agreeing to be bound by the same jurisdiction, venue, governing law, and responsibility for costs and attorney's fees as the developer in the event of a dispute.
For a prospective Cicis franchisee, this highlights the importance of carefully reviewing Section 9 of the Area Development Agreement, as its provisions will directly impact the guarantor's obligations and potential liabilities under the Guaranty and Assumption of Obligations. The guarantor will be responsible for reimbursing Cicis for all costs and expenses incurred while enforcing the terms of the Guaranty.