What does 'Taxes' mean in the context of the Cicis franchise agreement?
Cicis Franchise · 2025 FDDAnswer from 2025 FDD Document
12. DEBTS AND TAXES
- A. Payment of Taxes and Other Obligations. You will promptly pay when due all Taxes (as defined below), levied or assessed, and all accounts and other indebtedness of every kind incurred by you in connection with your activities under this Agreement. Each payment to be made to use hereunder will be made free and clear and without deduction for any Taxes. "Taxes" means any present or future taxes, levies, imposts, duties or other charges of whatsoever nature, including any interest or penalties thereon, imposed by any government or political subdivision of such government on or relating to the conduct of your activities under this Agreement, the payment of monies, or the exercise of rights granted pursuant to this Agreement, except Taxes imposed on or measured by our net income.
- B. Disputed Liability. In the event of any bona fide dispute as to your liability for Taxes assessed or other indebtedness, you may contest the validity or the amount of the Tax or indebtedness in accordance with the procedures of the taxing authority or applicable Law. However, in no event will you permit a tax sale or seizure by levy of execution or similar writ or warrant or attachment by a creditor to occur against the premises of your Restaurant or any improvements thereon.
Source: Item 22 — CONTRACTS (FDD pages 64–65)
What This Means (2025 FDD)
According to the 2025 Cicis Franchise Disclosure Document, 'Taxes' are defined broadly within the franchise agreement. It encompasses any present or future taxes, levies, imposts, duties, or other charges imposed by any government or political subdivision. This includes any interest or penalties associated with these charges.
Specifically, these taxes relate to the franchisee's activities under the agreement, the payment of monies, or the exercise of rights granted by the agreement. However, the definition explicitly excludes taxes imposed on or measured by Cicis's net income.
The franchise agreement stipulates that all payments made to Cicis must be free and clear of any deductions for taxes. The franchisee is responsible for promptly paying all taxes and other debts incurred in connection with their Cicis restaurant operations. While the franchisee can dispute tax liabilities in good faith, they cannot allow a tax sale or seizure of the restaurant premises due to unpaid taxes.