Under the Hardees agreement, what conditions must a settlement meet to be entered into by the Indemnifying Party without the written consent of the Indemnified Party?

According to Hardees' 2025 Franchise Disclosure Document, the Indemnifying Party can enter into a settlement without the Indemnified Party's written consent only if specific conditions are met. The settlement must exclusively involve the payment of monetary damages by the Indemnifying Party. Additionally, the settlement must include a complete release of liability in favor of the Indemnified Party.

This stipulation protects the Indemnified Party (which could be Hardees) by ensuring they are fully released from any further claims or liabilities related to the matter being settled. This prevents the Indemnifying Party from agreeing to terms that could negatively impact the Indemnified Party beyond the payment of money. Any settlement that does not meet both of these conditions requires the Indemnified Party's written consent, which cannot be unreasonably withheld.

For a prospective Hardees franchisee, this clause means that if they are ever in a situation where they are the Indemnifying Party, they have the authority to settle a claim without Hardees' explicit consent only if the settlement is strictly monetary and releases Hardees from all liability. Otherwise, they must obtain written consent from Hardees to proceed with the settlement. This ensures Hardees maintains control over settlements that could affect their brand or reputation beyond simple monetary damages.