Does the 'No Waiver' provision in the Cicis franchise agreement supersede any other term of any document executed in connection with the franchise?
Cicis Franchise · 2025 FDDAnswer from 2025 FDD Document
C. No Waiver. The following provision applies if you or the franchise granted hereby are subject to the franchise registration or disclosure laws of Illinois, Indiana, Maryland or Virginia: No statement, questionnaire, or acknowledgment signed or agreed to by a franchisee in connection with the commencement of the franchise relationship shall have the effect of (i) waiving any claims under any applicable state franchise law, including fraud in the inducement, or (ii) disclaiming reliance on any statement made by any franchisor, franchise seller, or other person acting on behalf of the franchisor.
This provision supersedes any other term of any document executed in connection with the franchise. No delay, waiver, omission, or forbearance to exercise any right, option, duty, or power arising out of any breach or default by a party will constitute a waiver of the right to enforce any such right, option, duty, or power, or as to a subsequent breach or default. Acceptance by us of any payments after their due date will not be deemed a waiver of any preceding breach of your or your related parties' obligations however those obligations arise.
Source: Item 22 — CONTRACTS (FDD pages 64–65)
What This Means (2025 FDD)
According to Cicis's 2025 Franchise Disclosure Document, the 'No Waiver' provision within the franchise agreement does indeed take precedence over any conflicting terms in other documents related to the franchise. Specifically, if a Cicis franchisee is subject to franchise registration or disclosure laws in Illinois, Indiana, Maryland, or Virginia, no statement or acknowledgment they sign can waive claims under state franchise law or disclaim reliance on franchisor statements.
This means that Cicis franchisees in those states retain their legal rights and protections, regardless of any agreements they might sign. This protection extends to claims of fraud. The provision ensures that franchisees cannot inadvertently give up their rights through standard paperwork or acknowledgments during the franchise commencement.
Furthermore, the Cicis franchise agreement clarifies that any delay or failure to exercise a right by Cicis does not constitute a waiver of that right, nor does it prevent Cicis from enforcing that right in the future. Similarly, Cicis's acceptance of late payments does not waive any prior breaches of the franchisee's obligations. This protects Cicis's ability to enforce the franchise agreement terms despite any leniency it might show in specific instances.
This type of 'no waiver' clause is relatively common in franchise agreements to protect both the franchisee's statutory rights and the franchisor's ability to enforce the agreement consistently. Prospective Cicis franchisees should understand the implications of this clause, particularly if they are located in the specified states, as it provides an additional layer of legal protection.