Under what circumstances is a Hardees customer, as the Indemnifying Party, required to defend, indemnify, and hold harmless Olo and its officers, directors, and employees?
Hardees Franchise · 2025 FDDAnswer from 2025 FDD Document
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 Operators; and (iii) the transfer of Customer Data by any means not recommended or deemed reasonably secure by Olo.
7.3.
The Indemnified Party must (a) promptly notify the Indemnifying Party in writing of any third-party claim (provided that a failure to promptly notify will not relieve the Indemnifying Party of its indemnification obligations, except to the extent it has been prejudiced by such failure); (b) reasonably cooperate with the Indemnifying Party in the defense of the matter; and (c) give the Indemnifying Party primary control of the defense of the matter and negotiations for its settlement.
The Indemnified Party may, at its own expense, join in the defense with counsel of its choice.
The Indemnifying Party may not enter into a settlement unless it (i) involves only the payment of monetary damages by the Indemnifying Party, and (ii) includes a complete release of liability in favor of the Indemnified Party; any other settlement will be subject to the written consent of the Indemnified Party (not to be unreasonably withheld).
Source: Item 23 — Receipts (FDD pages 85–541)
What This Means (2025 FDD)
According to Hardees's 2025 Franchise Disclosure Document, as the Indemnifying Party, a Hardees customer is required to defend, indemnify, and hold harmless Olo and its officers, directors, and employees from third-party claims and liabilities (including reasonable outside attorney's fees) under specific circumstances. These circumstances include claims arising from any action against Olo due to a Hardees Customer Third Party Provider's disclosure or misuse of Customer Data, including Personally Identifiable Information (PII), especially if Olo released such information upon the customer's written request.
Additionally, Hardees customers must defend and indemnify Olo against claims and liabilities resulting from the customer's failure to properly collect and remit taxes, government payments, or fees associated with their use of Olo's services. This responsibility extends to Authorized Operators, if applicable. Furthermore, the customer is obligated to defend and indemnify Olo if they transfer Customer Data through means not recommended or considered reasonably secure by Olo.
It is important to note that Hardees customers must promptly notify Olo in writing of any third-party claim, cooperate reasonably in the defense, and grant Olo primary control over the defense and settlement negotiations. However, the customer can join the defense with their own counsel at their own expense. Olo cannot enter into a settlement unless it involves only monetary damages paid by Olo and includes a complete release of liability in favor of the customer, otherwise, the customer's written consent is required.