What notice is required for an indemnified party to make an indemnity claim against the indemnifying party for Bhc?

According to Bhc's 2025 Franchise Disclosure Document, an indemnified party must give the indemnifying party reasonable notice of any claim or loss for which the indemnified party is seeking indemnity and defense. However, the failure to provide such notice will not release the indemnifying party from its obligations, unless the indemnifying party is materially prejudiced by the failure to receive reasonable notice.

This means that if a franchisee or master franchisee of Bhc is facing a claim or loss for which they believe Bhc should provide indemnity (protection and defense), they must inform Bhc about it in a timely manner. What constitutes "reasonable notice" is not specifically defined, but it implies that the notice should be given as soon as practically possible after the indemnified party becomes aware of the claim or loss.

While failing to give reasonable notice does not automatically void the indemnity, it could reduce Bhc's obligations if the delay in notification significantly harms Bhc's ability to defend against the claim. For example, if a franchisee waits an unreasonably long time to report a lawsuit, and evidence is lost or witnesses become unavailable during that time, Bhc might not be fully responsible for covering the losses. It is in the best interest of the franchisee or master franchisee to provide notice as soon as possible to ensure full protection under the indemnity agreement.