What constitutes grounds for immediate termination of the Benihana Franchise Agreement related to Anti-Terrorism Laws?
Benihana Franchise · 2024 FDDAnswer from 2024 FDD Document
21.6 Franchisee shall comply with and assist BNC to the fullest extent possible in BNC's efforts to comply with the Anti-Terrorism Laws (as defined below). Franchisee shall not hire nor have any dealings with any person listed on the SDN List, as it may be modified from time to time. Franchisee is solely responsible specifically acknowledges and agrees that Franchisee's indemnification obligations under this Agreement pertain to Franchisee's obligations under this Section 21.6. Any misrepresentation by Franchisee under this Section 21.6, or any violation of any Anti-Terrorism Laws by Franchisee, Franchisee's owners, principals or employees, shall constitute grounds for immediate termination of this Agreement and any other agreement Franchisee has entered into with BNC or its affiliates. As used herein, "Anti-Terrorism Laws" means Executive Order 13224 issued by the President of the United States, the Terrorism Sanctions Regulations (Title 31, Part 595 of the U.S. Code of Federal Regulations), the Foreign Terrorist Organizations Sanctions Regulations (Title 31, Part 597 of the U.S. Code of Federal Regulations), the Cuban Assets Control Regulations (Title 31, Part 515 of the U.S. Code of Federal Regulations), the USA PATRIOT ACT, and all other present and future federal, state and local laws, ordinances, regulations, policies, lists and any other requirements of any Governmental Authority (including, without limitation, The United States Department of Treasury Office of Foreign Assets Control) addressing or in any way relating to terrorist acts and acts of war.
Source: Item 22 — CONTRACTS (FDD pages 73–74)
What This Means (2024 FDD)
According to Benihana's 2024 Franchise Disclosure Document, any misrepresentation by the franchisee or any violation of Anti-Terrorism Laws by the franchisee, their owners, principals, or employees constitutes grounds for immediate termination of the Franchise Agreement. This also applies to any other agreement the franchisee has with Benihana or its affiliates.
The Anti-Terrorism Laws, as defined in the FDD, include Executive Order 13224 issued by the President of the United States, the Terrorism Sanctions Regulations, the Foreign Terrorist Organizations Sanctions Regulations, the Cuban Assets Control Regulations, the USA PATRIOT ACT, and all other present and future federal, state and local laws, ordinances, regulations, policies, lists and any other requirements of any Governmental Authority (including, without limitation, The United States Department of Treasury Office of Foreign Assets Control) addressing or in any way relating to terrorist acts and acts of war.
Benihana requires franchisees to comply with these laws and assist Benihana in its compliance efforts. Franchisees are prohibited from hiring or dealing with any person listed on the SDN (Specially Designated Nationals) List, which is maintained and updated periodically. Franchisees also acknowledge that their indemnification obligations under the agreement specifically pertain to their obligations under this section related to Anti-Terrorism Laws. This means that franchisees are responsible for covering any losses or damages Benihana incurs due to the franchisee's non-compliance.