What is the definition of 'Transfer Taxes' in the Eos Worldwide FDD?

According to Eos Worldwide's 2025 Franchise Disclosure Document, Transfer Taxes encompass present or future taxes, levies, imposts, duties, or other charges, including any interest or penalties. These taxes are imposed by any government or political subdivision on or relating to the operation of the franchised business. They also apply to the payment of monies, taxes imposed on the Membership Fees paid to Eos Worldwide, or the exercise of rights granted pursuant to the Franchise Agreement, whether imposed upon the franchisee or Eos Worldwide. Transfer Taxes specifically include applicable sales taxes, use taxes, value added taxes (VAT), and goods and services taxes (GST).

For a prospective Eos Worldwide franchisee, understanding Transfer Taxes is crucial because these taxes can impact the overall cost of operating the franchise. The franchisee is responsible for ascertaining if payments made to Eos Worldwide or its affiliates require any withholding or deduction for present or future Transfer Taxes under applicable law. They are also responsible for remitting such Transfer Taxes in a timely manner to the appropriate taxing authority in each respective jurisdiction. If Transfer Taxes are payable on Eos Worldwide's supply of any goods or services to the franchisee, the fees will be increased to account for these taxes.

The franchisee must register for Transfer Tax purposes as required by applicable law and charge and collect all applicable Transfer Taxes on sales, revenue, and receipts derived from the operation of the franchised business, remitting them to the relevant taxation authorities. To claim any exemption from Transfer Taxes imposed on fees or other amounts under the Franchise Agreement, the franchisee must provide Eos Worldwide with proof of exemption as required by applicable law, including applicable tax identification numbers and certifications. Maintaining current proof of exemption is the franchisee's responsibility, and they must indemnify Eos Worldwide and its affiliates for any claims for taxes, including interest and penalties, resulting from their failure to maintain such exempt status.

Eos Worldwide will not be liable for any sales, use, service, occupation, excise, gross receipts, income, payroll, property, withholding, or other taxes in connection with the business the franchisee conducts, except for any Transfer Taxes Eos Worldwide is required by law to collect from the franchisee with respect to purchases from them. The franchisee is responsible for the payment of all such taxes. In case of a dispute regarding tax liability, the franchisee may contest the validity or amount of the taxes in accordance with the procedures of the taxing authority or applicable law, but they must not permit a tax sale or seizure by levy of execution against the premises of the franchised business.