Is the summary in the Cicis FDD Item 17 table legally binding?
Cicis Franchise · 2025 FDDAnswer from 2025 FDD Document
| Provision | Section in Franchise or other Agreement | Summary | |
|---|---|---|---|
| Area | Not applicable | ||
| Development | |||
| Agreement | |||
| q. | Non-competit ion covenants during the term of the franchise | Franchise Agreement - Section 9.C(1) and 9.C.(3) | Except as we otherwise approve in writing, neither you nor any of your direct or indirect owners and Operator (and members of their immediate family) may: (i) divert, or attempt to divert, any business or customer of your Cicis Restaurant; (ii) operate a Competing Business except with respect to other Cicis Restaurants operated under valid franchise agreements with us; or (iii) interfere with our relationships with any supplier to Cicis Restaurants or injure the goodwill associated with the Marks and the System. A "Competing Business" is a business that (i) derives more than 50% of its revenue from selling pizza (including fresh, frozen, or unbaked pizza) using the distribution methods (including dine-in, carry-out, catering, or delivery) we authorize, (ii) functions as a commissary to sell or lease to or supply any such business, or (iii) grants franchises or licenses for or provides services to any of the foregoing. |
| Area | Not applicable | ||
| Development | |||
| Agreement | |||
| r. | Non-competit ion covenants after the franchise is terminated or expires | Franchise Agreement - Section 9.C.(2), 9.C.(3), and 16.H | For a period of 2 years neither you nor any of your direct or indirect owners and Operator (and members of their immediate family) may engage in any of the activities described in Item 17(q) above, for any Competing Business: (i) at the Location; (ii) within the Protected Area; (iii) within the Development Area (if applicable); or (iv) within a 10-mile radius of the above or any Cicis branded food service facility in existence or under construction. |
| Area | Not applicable | ||
| Development | |||
| Agreement | |||
| s. | Modification of the agreement | Franchise Agreement – Sections 6.C. and 17.B. | May not be amended or modified except in a writing signed by parties. However, we may amend the System Standards and Manuals from time to time (subject to applicable laws). |
| Area Development Agreement - Section 10.A | May not be amended or modified except in a writing signed by parties. However, we may amend the System Standards and Manuals from time to time (subject to applicable laws). |
Source: Item 17 — RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION (FDD pages 45–53)
What This Means (2025 FDD)
According to Cicis's 2025 Franchise Disclosure Document, Item 17 includes summaries of various provisions related to renewal, termination, transfer, and dispute resolution. Specifically, section s, titled "Modification of the agreement" within the table, addresses how the Franchise Agreement can be altered. It states that the agreement "May not be amended or modified except in a writing signed by parties." This indicates that verbal agreements or understandings would not be considered valid modifications to the original contract. However, Cicis "may amend the System Standards and Manuals from time to time (subject to applicable laws)." The Area Development Agreement also contains similar language.
This means that any changes to the core agreements must be documented in writing and signed by both Cicis and the franchisee to be legally enforceable. This protects both parties by ensuring that all modifications are clear, agreed upon, and properly recorded. Franchisees should pay close attention to this clause, as it emphasizes the importance of documenting any negotiated changes or waivers to the franchise agreement.
However, Cicis retains the right to modify the System Standards and Manuals, which can impact the day-to-day operations of the franchise. While these modifications are subject to applicable laws, franchisees need to stay informed about any changes to these standards, as they can affect how the business is run and the franchisee's obligations. Franchisees should clarify with Cicis the process and frequency of changes to the System Standards and Manuals and how they will be notified of these changes.