Does Benihana require franchisees to certify they are not the target of U.S. economic sanctions?
Benihana Franchise · 2024 FDDAnswer from 2024 FDD Document
e, profits, or success of the business venture contemplated by this Agreement.
- 21.4 Franchisee acknowledges that Franchisee received BNC's Franchise Disclosure Document at least ten (10) calendar days before the date on which Franchisee signed this Agreement.
- 21.5 Franchisee acknowledges that Franchisee has read and understood this Agreement, the attachments hereto and all agreements relating thereto, if any, and that BNC has accorded Franchisee ample time and opportunity to consult with advisors of Franchisee's own choosing about the potential benefits and risks of entering into this Agreement.
- 21.6 Except as set forth in any disclosure document, Franchisee acknowledges that Franchisee is relying solely on BNC and not on any affiliated entity or parent company related to BNC with regard to BNC's financial and other obligations under this Agreement.
- 21.7 Anti-Terrorist Activities and Representations. Franchisee certifies and warrants that neither Franchisee, nor any of Franchisee's owners, principals, employees, or associates (including all shareholders, members or partners., as applicable) is: (i) a person or entity designated by the U.S. Government on the list of the Specially Designated Nationals and Blocked Persons (the "SDN List"), as maintained by the U.S. Treasury Department's Office of Foreign Assets Control ("OFAC") at http://www.ustreas.gov/offices/enforcement/ofac/sdn, with which a U.S. person or entity cannot deal with or otherwise engage in business transactions; (ii) a person or entity otherwise the target of U.S. economic sanctions or trade embargoes enforced and administered by OFAC, such that a U.S. person or entity cannot deal or otherwise engage in
business transactions with Franchisee or Franchisee's shareholders, members or partners; (iii) wholly or partly owned or controlled by any person or entity on the SDN List, including, without limitation by virtue of such person being a director or owning voting shares or interests in an entity on the SDN List; (iv) a person or entity acting, directly or indirectly, for or on behalf of any person or entity on the SDN List; or (v) a person or entity acting, directly or indirectly, for or on behalf of a foreign government that is the target of the OFAC sanctions regulations such that the entry into this Agreement would be prohibited under U.S. law.
- 21.8 Franchisee must comply with, and assist to the fullest extent possible BNC's efforts to comply with, the Anti-Terrorism Laws (as defined below). Franchisee will not hire or otherwise deal with any person listed on the SDN List, as it may be modified from time to time. Franchisee is solely responsible for determining actions Franchisee must take to comply with all Anti-Terrorism Laws.
Source: Item 23 — Receipts (FDD pages 74–576)
What This Means (2024 FDD)
According to Benihana's 2024 Franchise Disclosure Document, franchisees must certify and warrant that neither they, nor any of their owners, principals, employees, or associates are (i) a person or entity designated by the U.S. Government on the list of the Specially Designated Nationals and Blocked Persons (the "SDN List"), as maintained by the U.S. Treasury Department's Office of Foreign Assets Control ("OFAC") at http://www.ustreas.gov/offices/enforcement/ofac/sdn, with which a U.S. person or entity cannot deal with or otherwise engage in business transactions; or (ii) a person or entity otherwise the target of U.S. economic sanctions or trade embargoes enforced and administered by OFAC, such that a U.S. person or entity cannot deal or otherwise engage in business transactions.
Benihana franchisees must comply with Anti-Terrorism Laws, defined as Executive Order 13224, Terrorism Sanctions Regulations, Foreign Terrorist Organizations Sanctions Regulations, 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 addressing or in any way relating to terrorist acts and acts of war.
Furthermore, franchisees must not hire or deal with any person listed on the SDN List. The franchisee is solely responsible for determining the actions needed to comply with all Anti-Terrorism Laws. Any misrepresentation or violation of Anti-Terrorism Laws by the franchisee, their owners, principals, or employees will result in immediate termination of the Franchise Agreement without opportunity to cure.