Who is responsible for defending and resolving claims or violations against a Beehive Homes franchisee?

uested by Franchisor.

• 10.2. Notice of Claims. In the event any claim, demand, action or proceeding is brought against Franchisee or their property, or if Franchisee is notified of any violation of an applicable rule or statute, Franchisee will immediately notify Franchisor thereof, giving full particulars, and at its sole expense will diligently and expeditiously defend, compromise, cure or satisfy such claim, action, demand, proceeding or violation in Franchisee's sole discretion. Franchisee shall, in all respects, strive to uphold the Standards and goodwill created by the System and associated with the Names and Marks, Trade Secrets and Copyrighted Materials.
• 10.3. Indemnification. If Franchisor, its Affiliates or their respective shareholders, directors, officers, employees, agents, successors, and assignees (the "Indemnified Parties") shall be subject to any claim, demand, or penalty or become a party to any suit or other judicial or

administrative proceeding by reason of any claimed act or omission by Franchisee or Franchisee's owners, employees or agents, or by reason of any act occurring on the Home premises, or by reason of an omission with respect to the business or operation of the Home, Franchisee shall indemnify and hold the Indemnified Parties harmless against all judgments, settlements, penalties, and expenses, including attorneys' fees, court costs, and other expenses of litigation or administrative proceeding, incurred by or imposed on the Indemnified Parties in connection with the investigation or defense relating to such claim, litigation, or administrative proceeding and, at the election of the Indemnified Parties, Franchisee shall also defend the Indemnified Parties.

XI. UNIFORM MAINTENANCE OF STANDARDS

Franchisee understands and acknowledges the essential nature of and that benefits inuring to the parties to this Agreement shall be derived from the uniformity of service, appearance and quality among all Homes. In order to maintain a uniform standard of operation and quality for all Homes and to further protect the goodwill of the same, all of which Franchisee acknowledges to be of benefit to Franchisee, the Franchisee agrees as follows:

• 11.1. Management and Supervision. Franchisee, at its own expense, shall provide sufficient and proper management, supervisory and other personnel for the operation of the Home, in accordance with the Manual, Franchisor's Standards and requirements and applicable federal, state and local laws and regulations and industry standards.
• 11.2. Quality Control. Franchisor or its authorized representatives may enter upon the premises of the Home to determine that Franchisor's Standards are being maintained and without being guilty of any manner of trespass, fault or negligence. Without prejudice to any of the other remedies available to Franchisor, Franchisor may remove from the Home any products, not belonging to a resident, which in its reasonable determination do not meet its required uniform Standards.
• 11.3. Services. Franchisee covenants to provide at the Home those services as may be established in Franchisor's Standards from time to time and shall not provide at the Home any services that do not conform to the Standards, specifications, quality or characteristics as from time to time may be prescribed by Franchisor, without the prior written approval of Franchisor. Franchisee shall not permit the use of the whole or any part of the premises of the Home for purposes or functions reasonably objected to by Franchisor.
• 11.4. Furnishings, Equipment and Supplies.

Source: Item 23 — RECEIPTS (FDD pages 34–123)