Under the Cicis franchise agreement, which franchisee obligations survive the termination or expiration of the agreement?
Cicis Franchise · 2025 FDDAnswer from 2025 FDD Document
Upon the expiration or termination of this Agreement, all rights granted to you hereunder will immediately terminate, and:
- A.
Cease Operations.
You must immediately cease to operate your Restaurant under this Agreement, and you must not thereafter, directly or indirectly, represent to the public or hold yourself out as our present or former franchisee.
- B.
Cease Use of the Marks and Confidential Information.
You must immediately and permanently cease to use, in any manner whatsoever, and return to us (or, at our direction, destroy) any Confidential Information and cease to use the mark "Cicis" and all other Marks.
If you fail to promptly de-identify your Restaurant in accordance with our then-current System Standards, then we will have the right to cure deficiency, and you must reimburse us for all costs we incur in curing such deficiency.
- (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 FDD, several obligations of a Cicis franchisee survive the termination or expiration of the Franchise Agreement. These include ceasing operations as a Cicis restaurant, discontinuing the use of Cicis's marks and confidential information, and adhering to certain non-compete restrictions.
Specifically, upon termination or expiration, the franchisee must immediately stop operating the restaurant and cannot represent themselves as a current or former Cicis franchisee. They must also cease using and return (or destroy, if directed) any confidential information and stop using the "Cicis" mark and all other Marks associated with the brand. If the franchisee fails to de-identify their restaurant according to Cicis's standards, Cicis has the right to correct the deficiency and charge the franchisee for all associated costs.
Furthermore, for two years after the termination, expiration, or transfer of the agreement, the franchisee and their owners/operators are restricted from engaging in any activities that could harm the goodwill associated with Cicis's marks and system. This includes involvement in any competing business at the original location, within the protected area, within a development area (if applicable), or within a 10-mile radius of the former Cicis location or any other Cicis restaurant. If a restricted person fails to comply with these obligations, the two-year restricted period will commence on the date they begin to comply with the terms, potentially extended by court order.