What is the dependency between the notice provided by Auntie Annes and the franchisee's indemnification obligations?

According to Auntie Annes' 2024 Franchise Disclosure Document, the franchisee's indemnification obligations are tied to the notice provided by Auntie Annes regarding claims. Specifically, Auntie Annes will promptly notify the franchisee of any claim that may lead to an indemnity claim.

However, the FDD states that failure to provide such notice by Auntie Annes does not automatically release the franchisee from their indemnification responsibilities. The franchisee is only released from these obligations if they are actually and materially prejudiced by the lack of notice. This means that if the franchisee's ability to defend against the claim is significantly harmed because they didn't receive timely notice, they may be relieved of some or all of the indemnification duties.

In practical terms, this clause means an Auntie Annes franchisee needs to be prepared to act quickly upon receiving any notice of a claim. They should also document any instances where delayed notice from Auntie Annes could hinder their ability to respond effectively to a claim, as this could potentially limit their indemnification obligations. The franchisee has the right, upon written notice delivered to the Indemnified Party within 15 days thereafter assuming full.