After termination of the Cicis franchise agreement, is a franchisee prohibited from interfering with Cicis' relationships with its suppliers?
Cicis Franchise · 2025 FDDAnswer from 2025 FDD Document
- (c) interfere with our relationships with any supplier to Cicis Restaurants or do or perform, directly or indirectly, any other act injurious or prejudicial to the goodwill associated with the Marks and the System; and
- (2) for a continuous uninterrupted period commencing upon the expiration or termination of, or a Transfer (defined below) described in, this Agreement and continuing for two (2) years thereafter, except as we otherwise approve in writing, neither you nor any of your Owners and Operator (and members of their immediate family) will, directly or indirectly, for yourselves, or through, on behalf of, or in conjunction with any other Person, by direct inducement or otherwise, engage in any activities described in Section 9.C(1) above in respect of any Competing Business:
- (a) at the Location; or
- (b) within the Protected Area; or
- (c) if this Agreement is executed pursuant to a development agreement, within the development area described therein; or
- (d) within a 10-mile radius of (i) the Location, (ii) the Protected Area, (iii) the development area, if applicable, or (iv) any Cicis Restaurant or other Cicis-branded food service facility in existence or under construction as of the date of this Agreement or at the commencement of the obligation described in this Section 9.C(2).
If any person restricted by this Section 9C(2) fails to comply with the foregoing obligations as of the date of expiration, termination, or Transfer, the 2-year restricted period for that person will commence on the date the person begins to comply 9C(2), which may be the date a court order is entered enforcing this provision.
Source: Item 22 — CONTRACTS (FDD pages 64–65)
What This Means (2025 FDD)
According to the 2025 Cicis Franchise Disclosure Document, a franchisee is restricted from interfering with Cicis' relationships with its suppliers after the termination of the franchise agreement. Specifically, the franchisee cannot interfere with Cicis' relationships with any supplier to Cicis Restaurants or perform any act that is injurious or prejudicial to the goodwill associated with the Marks and the System. This restriction applies for a continuous, uninterrupted period of two years following the expiration, termination, or transfer of the Franchise Agreement.
This post-termination restriction also extends to the franchisee's owners and operators, as well as members of their immediate family. These individuals are also prohibited from engaging in activities that could harm Cicis' relationships with its suppliers or damage the goodwill of the brand. The restriction applies not only at the original restaurant location but also within the protected area, any development area described in a development agreement, or within a 10-mile radius of these locations, as well as any existing or under-construction Cicis Restaurant or Cicis-branded food service facility.
If a person restricted by this clause fails to comply with these obligations as of the date of expiration, termination, or transfer, the two-year restricted period will commence on the date the person begins to comply. This means that the clock on the restriction period doesn't start until the individual ceases the prohibited behavior, which could be the date a court order is entered enforcing the provision. This clause aims to protect Cicis' established supplier relationships and brand reputation by preventing former franchisees from leveraging their knowledge or connections to undermine the Cicis system.