What is the sole liability of the Indemnifying Party and the sole remedy of the Indemnified Party regarding third-party claims arising from negligent acts or omissions, excluding claims from fraud, criminal activity, or willful misconduct, in the context of Hardees' agreement with Olo?

According to Hardees' 2025 Franchise Disclosure Document, regarding third-party claims arising from negligent acts or omissions, but excluding claims arising from fraud, criminal activity, or willful misconduct, the passage states that the sentence describing the indemnification obligations states the sole liability of the Indemnifying Party and the sole remedy of the Indemnified Party.

In simpler terms, this means that if a third-party claim arises due to negligence (but not intentional misconduct) by either Olo or the Hardees franchisee (referred to as Customer in this context) the responsibilities and solutions are limited to what is outlined in the indemnification clause. This clause dictates who is responsible for defending and covering costs related to the claim.

This is a standard risk-allocation provision. It clarifies the financial responsibilities of each party (Olo and the franchisee) in case of third-party claims related to negligence. Franchisees should carefully review the full indemnification clause to understand the specific triggers and limitations of this provision, and how it affects their potential liability.