What are the conditions under which Hardees' consent is required for Olo to enter into a settlement regarding a claim where Hardees is the Indemnified Party?

According to Hardees' 2025 Franchise Disclosure Document, specifically referencing an agreement between Olo and the Customer (likely the franchisee in this context), Olo, as the Indemnifying Party, needs written consent from the Indemnified Party (Hardees) to settle claims under certain conditions. This consent is required if the settlement involves anything beyond a simple payment of monetary damages by Olo and a complete release of liability in favor of Hardees.

In practical terms, this means that if Olo wishes to settle a claim by offering something other than money, such as providing services, making specific concessions, or agreeing to non-monetary terms, Hardees must provide written consent. This protects Hardees' interests by ensuring they have a say in any settlement that could potentially impact their brand, reputation, or future operations. Hardees' consent cannot be unreasonably withheld, implying a requirement for fair consideration of proposed settlements.

For a prospective Hardees franchisee, this clause highlights the importance of understanding the relationships between Hardees, its vendors like Olo, and the franchisee themselves. It also underscores the need to be aware of potential liabilities and indemnification responsibilities. While this section focuses on Olo's need for Hardees' consent, franchisees should also pay close attention to their own indemnification obligations and rights within their franchise agreements to ensure they are adequately protected.