Does Del Taco have a fiduciary obligation to the franchisee regarding the exercise of its rights related to the Ceridian platform?

According to Del Taco's 2025 Franchise Disclosure Document, Del Taco does not have a fiduciary obligation to the franchisee regarding the exercise of its rights related to the Ceridian platform. Del Taco retains the right to exercise its business judgment in this matter. This means Del Taco can make decisions about the Ceridian platform based on what it believes is best for the company, even if those decisions are not necessarily in the best interest of the franchisee.

Del Taco has the right, but not the obligation, to bring, initiate, and resolve any claim, action, or dispute between the franchisee and Ceridian. Del Taco can settle disputes requiring payment by the franchisee of up to $10,000 without the franchisee's prior written consent. However, after starting to bring, defend, or resolve any claim, action, or dispute, Del Taco can withdraw from it with notice to the franchisee and without liability.

This lack of fiduciary duty and the right to exercise business judgment gives Del Taco significant control over the Ceridian platform and related disputes. Franchisees must comply with the Platform Usage Agreement and any rules or regulations set by Ceridian. Franchisees are also responsible for indemnifying and reimbursing Del Taco for costs and expenses related to any claims or disputes, including legal fees. Prospective franchisees should carefully consider these terms and seek legal counsel to fully understand their rights and obligations regarding the Ceridian platform.