Under what circumstances does a Cicis franchisee waive the right to exemplary damages against Cicis?
Cicis Franchise · 2025 FDDAnswer from 2025 FDD Document
EXCEPT WITH RESPECT TO ANY CLAIMS, CONTROVERSIES, OR DISPUTES FOR WHICH YOU OWE AN INDEMNITY UNDER THIS AGREEMENT OR OTHERWISE, YOU HEREBY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO OR CLAIM OR ANY PUNITIVE, EXEMPLARY, INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL, OR OTHER DAMAGES (INCLUDING LOSS OF PROFITS) AGAINST US AND OUR AFFILIATES, AND THE OFFICERS, DIRECTORS, SHAREHOLDERS, PARTNERS, AGENTS, REPRESENTATIVES, INDEPENDENT CONTRACTORS, SERVANTS, AND EMPLOYEES OF EACH OF US AND THEM, IN THEIR CORPORATE AND INDIVIDUAL CAPACITIES, ARISING OUT OF ANY CAUSE WHATSOEVER (WHETHER SUCH CAUSE BE BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, OTHER TORT, OR OTHERWISE) AND AGREE THAT IN THE EVENT OF A
DISPUTE, YOU WILL BE LIMITED TO THE RECOVERY OF ANY ACTUAL DAMAGES YOU SUSTAIN. IF ANY OTHER TERM OF THIS AGREEMENT IS FOUND OR DETERMINED TO BE UNCONSCIONABLE OR UNENFORCEABLE FOR ANY REASON, THE FOREGOING PROVISIONS OF WAIVER BY AGREEMENT OF PUNITIVE, EXEMPLARY, INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL, OR OTHER DAMAGES (INCLUDING LOSS OF PROFITS) WILL CONTINUE IN FULL FORCE AND EFFECT.
Source: Item 22 — CONTRACTS (FDD pages 64–65)
What This Means (2025 FDD)
According to the 2025 Cicis Franchise Disclosure Document, a franchisee waives the right to claim punitive, exemplary, incidental, indirect, special, consequential, or other damages (including loss of profits) against Cicis and its affiliates. This waiver extends to the officers, directors, shareholders, partners, agents, representatives, independent contractors, servants, and employees of Cicis, both in their corporate and individual capacities. This waiver applies to any cause of action, whether based in contract, negligence, strict liability, other tort, or otherwise.
However, this waiver does not apply to claims, controversies, or disputes for which the franchisee owes an indemnity under the Franchise Agreement. In essence, the franchisee agrees to limit their recovery to actual damages sustained in the event of a dispute with Cicis. Even if any other term of the agreement is found to be unconscionable or unenforceable, the waiver of punitive, exemplary, incidental, indirect, special, consequential, or other damages (including loss of profits) will remain in full effect.
This means that a Cicis franchisee is largely restricted from seeking extensive damage awards beyond direct financial losses in disputes with the franchisor. While this may limit a franchisee's potential recovery in certain situations, it also provides Cicis with a degree of protection against large, unpredictable damage claims. Franchisees should carefully consider this waiver and its implications before entering into a franchise agreement with Cicis, as it can significantly affect their legal recourse in case of a dispute.