Under the Cicis franchise agreement, are franchisees released from all obligations under the original franchise agreement upon its expiration?
Cicis Franchise · 2025 FDDAnswer from 2025 FDD Document
- Acknowledgment of Expiration of Original Franchise Agreement. The parties acknowledge and agree that, as of the Effective Date, the Original Franchise Agreement has expired and that the ownership and operation of the Restaurant will hereafter be governed by and subject to the New Franchise Agreement. Notwithstanding the foregoing, you acknowledge and agree that nothing contained in this Addendum will release you and your owners from any obligations under the Original Franchise Agreement that by their nature survive termination (such as, [Section 15 (Indemnification)]); provided, however, that because you will continue operating the Restaurant after the expiration of the Original Franchise Agreement, we waive your obligation to satisfy the post-term obligations set forth in [Section 18 (Post-Termination)] of the Original Franchise Agreement.
- E. Release.
You, on behalf of yourself, and your current and former parents, affiliates, and subsidiaries, and each of the foregoing person's or entity's respective direct or indirect owners, officers, directors, employees, representatives, predecessors, spouses, heirs, principals, attorneys, agents, successors, and assigns (collectively, the "Releasing Parties"), do hereby absolutely and irrevocably release and discharge us and our parents, subsidiaries, and affiliates, and each of the foregoing entity's current and former owners, officers, directors, employees, managers, agents, representatives, predecessors, successors, and assigns (the "Franchisor Parties"), of and from any and all claims, obligations, debts, proceedings, demands, causes of actions, rights to terminate and rescind, liabilities, losses, damages, and rights of every kind and nature whatsoever, whether known or unknown, suspected or unsuspected, at law or in equity (collectively, "Claims"), which any of them has, had or may have, from the beginning of time to the Effective Date, including, without limitation, those arising out of or relating in any way to the Original Franchise Agreement, the relationship created by the Original Franchise Agreement, or the development, ownership, or operation of the Restaurant.
If the Restaurant you operate under the Original Franchise and/or New Franchise Agreement is located in Maryland or if any of the Releasing Parties is a resident of Maryland, the following shall apply:
Any general release provided for hereunder shall not apply to any liability under the Maryland Franchise Registration and Disclosure Law.
Source: Item 20 — OUTLETS AND FRANCHISEE INFORMATION (FDD pages 58–64)
What This Means (2025 FDD)
According to the 2025 Cicis Franchise Disclosure Document, when a franchisee enters into a New Franchise Agreement, the Original Franchise Agreement expires. However, the franchisee and their owners are not released from obligations under the Original Franchise Agreement that naturally survive termination, such as indemnification. Cicis waives the franchisee's obligation to satisfy post-term obligations outlined in Section 18 (Post-Termination) of the Original Franchise Agreement because the franchisee will continue operating the restaurant after the expiration of the Original Franchise Agreement.
Furthermore, the franchisee, along with their related parties, releases Cicis and its related parties from all claims and liabilities related to the Original Franchise Agreement or the operation of the restaurant from the beginning of time up to the effective date of the New Franchise Agreement. This release includes known and unknown claims, but in Maryland, this general release does not apply to any liability under the Maryland Franchise Registration and Disclosure Law.
In practical terms, this means that while a new agreement supersedes the old one, certain responsibilities like indemnification continue. The broad release protects Cicis from past claims, but franchisees in Maryland retain rights under state franchise law. Prospective franchisees should carefully review these sections with legal counsel to understand their ongoing obligations and released claims when renewing or signing a new franchise agreement.