Are there any exceptions to the statement that the Cicis franchise agreement represents the entire agreement?
Cicis Franchise · 2025 FDDAnswer from 2025 FDD Document
- B. Entire Agreement. This Agreement and the attachments hereto constitute the entire, full, and complete agreement between us and you concerning the subject matter hereof and will supersede all prior related agreements between us and you; provided, however, that nothing in this or any related agreement is intended to disclaim the representations we made in the franchise disclosure document that we furnished to you. Except for those permitted to be made unilaterally by us hereunder, no amendment, change, or variance from this Agreement will be binding on either party unless mutually agreed to by the parties and executed by their authorized officers or agents in writing.
- C. No Waiver. The following provision applies if you or the franchise granted hereby are subject to the franchise registration or disclosure laws of Illinois, Indiana, Maryland or Virginia: No statement, questionnaire, or acknowledgment signed or agreed to by a franchisee in connection with the commencement of the franchise relationship shall have the effect of (i) waiving any claims under any applicable state franchise law, including fraud in the inducement, or (ii) disclaiming reliance on any statement made by any franchisor, franchise seller, or other person acting on behalf of the franchisor.
This provision supersedes any other term of any document executed in connection with the franchise. No delay, waiver, omission, or forbearance to exercise any right, option, duty, or power arising out of any breach or default by a party will constitute a waiver of the right to enforce any such right, option, duty, or power, or as to a subsequent breach or default. Acceptance by us of any payments after their due date will not be deemed a waiver of any preceding breach of your or your related parties' obligations however those obligations arise.
Source: Item 22 — CONTRACTS (FDD pages 64–65)
What This Means (2025 FDD)
According to Cicis's 2025 Franchise Disclosure Document, the franchise agreement and its attachments constitute the entire agreement between Cicis and the franchisee. This agreement supersedes any prior agreements. However, the franchise agreement does not disclaim any representations made in the Franchise Disclosure Document (FDD) itself.
Any amendments or changes to the franchise agreement must be mutually agreed upon in writing by both Cicis and the franchisee. Unilateral changes are only permitted if explicitly stated within the agreement. This ensures that both parties are aware of and consent to any modifications to the original terms.
Furthermore, if the franchise is subject to registration or disclosure laws in Illinois, Indiana, Maryland, or Virginia, no statement signed by the franchisee can waive claims under state franchise law, including claims of fraud, or disclaim reliance on statements made by Cicis or its representatives. This provision takes precedence over any other conflicting terms in any document related to the franchise agreement, protecting the franchisee's rights under applicable state laws.