What is the maximum cumulative liability for Hardees, excluding IP infringement, gross negligence, willful misconduct, or breaches of confidentiality, data privacy, or data security, arising from or relating to the agreement?
Hardees Franchise · 2025 FDDAnswer from 2025 FDD Document
") (the indemnification obligation of each Party described in this clause (iii), the "IP Infringement Obligation"). The previous sentence states the sole liability of the Indemnifying Party, and the sole remedy of the Indemnified Party, with respect to any third-party claim arising out of the Indemnifying Party's negligent acts or omissions (other than claims arising from fraud, criminal activity or willful misconduct).
7.2. Additionally, Customer shall defend, indemnify and hold harmless Olo and and its officers, directors and employees (each, an
"Indemnified Party") from all third-party claims and liabilities (including reasonable outside attorney'sfees) arising out of or relating to (i) any action against Olo arising out of any Customer Third Party Provider's disclosure or misuse of Customer Data or related to Olo's release of such Customer Data, including PII, if the release of such information was requested in writing by Customer; (ii) Customer's failure to properly collect and remit taxes or other government payments or fees associated with its usage of the Services, which shall be the sole responsibility of the Customer and, if applicable, the Authorized O
Source: Item 23 — Receipts (FDD pages 85–541)
What This Means (2025 FDD)
According to Hardees's 2025 Franchise Disclosure Document, the agreement with Olo includes a limitation of liability clause. This clause specifies that, excluding certain liabilities, the total cumulative liability of either party is capped at a specific amount. The exceptions to this limitation include liabilities arising from intellectual property infringement indemnification obligations, gross negligence, willful misconduct, or breaches of confidentiality, data privacy, or data security.
For liabilities not excluded, the maximum cumulative liability for Hardees or Olo arising from or relating to the agreement is the amount of fees paid or payable to Olo in connection with Olo's provision of services during the twelve months before the date when the liability arose. However, if the liability is due to IP infringement, gross negligence, willful misconduct, or breaches of confidentiality, data privacy or data security, each party's total cumulative liability arising from or relating to the agreement will not exceed $5,000,000.
This limitation of liability is a significant aspect of the agreement, as it allocates risk between Hardees and Olo. It means that Hardees's financial exposure is capped under most circumstances, providing a degree of predictability. However, potential franchisees should be aware that this limitation does not apply to certain serious breaches or misconduct, where the liability could be substantially higher, up to $5,000,000. This clause highlights the importance of understanding the full scope of potential liabilities and the conditions under which they may arise.