Under what conditions can Cicis exercise its rights or make decisions regarding the franchise agreement in its sole discretion?

According to Cicis's 2025 Franchise Disclosure Document, Cicis retains the right to operate, develop, and change the System in any manner not specifically prohibited by the franchise agreement. This means Cicis has broad authority to modify its business model, operational procedures, and brand standards as long as these changes don't violate the agreement's explicit terms.

Specifically, whenever Cicis has reserved a right in the agreement to take or withhold an action, grant or decline a franchisee's request, or provide or withhold approval or consent, Cicis may make its decision or exercise its rights in its sole and unfettered discretion, unless the agreement states otherwise. This gives Cicis significant latitude in making decisions that affect the franchise system and individual franchisees.

An example of Cicis exercising its sole discretion relates to a reduction of the initial franchise fee. If a franchisee and their affiliates remain in good standing, Cicis may reduce the initial franchise fee to $5,000. However, Cicis reserves the right to revoke this reduction if the franchisee ceases to be in good standing. Cicis has the sole discretion to determine whether particular obligations are "material" for determining good standing, and their decision is final.

This discretion is subject to the implied duty of good faith and fair dealing, which exists in most franchise agreements. However, the language in the Cicis agreement suggests franchisees should be prepared for Cicis to make unilateral decisions on many aspects of the franchise relationship.