Under what conditions will Cicis and its affiliates not establish or authorize another Cicis restaurant within the Protected Area?
Cicis Franchise · 2025 FDDAnswer from 2025 FDD Document
(3) We agree that, except as provided in this Agreement and subject to your full compliance with this Agreement and any other agreement between you or your affiliates and us or our affiliates, we and our affiliates will not, during the Term, establish, or authorize any Person other than you to establish, a Cicis Restaurant identified by the Marks within the area identified on Attachment A or Attachment A-1, as applicable (the "Protected Area").
(4) We and our affiliates have and retain all rights within and outside the Protected Area that are not expressly and exclusively granted to you under this Agreement and the right to do anything that we have not, in this Agreement, expressly agreed not to do, including the right to do and to authorize others to do the following: (i) establish and operate Cicis Restaurants identified by the Marks at any location outside the Protected Area, including locations that are adjacent or proximate to the Protected Area, (ii) establish and operate Cicis Restaurants identified by the Marks in any Reserved Area (defined below) whether within or outside the Protected Area, (iii) establish and operate restaurants under other trade names, service marks, and trademarks at any location within or outside of the Protected Area, (iv) establish and operate Cicis To Go Restaurants anywhere in world, including within the Protected Area, (v) offer and sell, anywhere in the world (including within the Protected Area) any similar or dissimilar products and services, whether identified by the Marks or by other trademarks, trade names or service marks, through any channel or by any method of distribution other than a full-service Cicis Restaurant (including by or through a Cicis To Go Restaurant, the Internet or similar electronic media), on any terms and conditions we deem appropriate, and (vi) acquire, be acquired by, merge with, affiliate with or engage in any transaction with other businesses (whether competitive or not) located anywhere and, even if such businesses are located in the Protected Area, (x) convert the other businesses to the Cicis brand and allow them to operate as part of the System, and/or (y) permit the other businesses to continue to operate under another name and incorporate one or more elements of the System.
A "Reserved Area" is any enclosed area of retail sales establishments in excess of 250,000 square feet, food courts, airports, hospitals, cafeterias, commissaries, schools, hotels, office buildings and stadiums, arenas, ballparks, festivals, fairs, military bases and other mass gathering locations or events.
Source: Item 22 — CONTRACTS (FDD pages 64–65)
What This Means (2025 FDD)
According to Cicis's 2025 Franchise Disclosure Document, Cicis and its affiliates will not establish or authorize another Cicis Restaurant within the franchisee's Protected Area during the term of the agreement. This is dependent on the franchisee's full compliance with the Franchise Agreement and any other agreements between the franchisee (or their affiliates) and Cicis (or its affiliates). The Protected Area is the area identified on Attachment A or A-1 of the Franchise Agreement.
However, Cicis retains rights within and outside the Protected Area that are not expressly and exclusively granted to the franchisee. Cicis has the right to establish and operate Cicis Restaurants outside the Protected Area, including adjacent or proximate locations. They can also establish Cicis Restaurants in any Reserved Area, whether within or outside the Protected Area. Reserved Areas include enclosed areas of retail sales establishments exceeding 250,000 square feet, food courts, airports, hospitals, cafeterias, commissaries, schools, hotels, office buildings, stadiums, arenas, ballparks, festivals, fairs, military bases, and other mass gathering locations or events.
Furthermore, Cicis reserves the right to operate restaurants under different trade names, service marks, and trademarks at any location, including within the Protected Area. They can also establish and operate Cicis To Go Restaurants anywhere in the world, including within the Protected Area. Cicis can offer and sell similar or dissimilar products and services through any channel other than a full-service Cicis Restaurant, such as Cicis To Go Restaurants or the Internet, anywhere in the world, including within the Protected Area. Cicis can also engage in transactions with other businesses, even those located in the Protected Area, and potentially convert them to the Cicis brand or allow them to incorporate elements of the Cicis system while operating under another name.
This means that while a franchisee is granted a Protected Area, Cicis retains significant rights to operate or authorize other businesses, including other Cicis concepts or brands, within or near that area under various circumstances. A prospective franchisee should carefully consider these reserved rights and their potential impact on their business before investing in a Cicis franchise.