Under what circumstances is a Hardees licensee required to indemnify the licensor, its affiliates, and their respective personnel?
Hardees Franchise · 2025 FDDAnswer from 2025 FDD Document
In addition to and not in substitution for any indemnity provided in the Franchise Agreements, Licensee hereby expressly agrees to indemnify and hold harmless Licensor, its affiliates and their respective employees, officers, directors, principals, successors, assigns, or agents, past or present from and against any claims, losses, costs, expenses (including, without limitation, reasonable legal fees), liabilities and damages arising out of or related to this Agreement and/or Licensee's use of the Licensed Program and Content including but not limited to: (i) any breach of any representation or warranty made by Licensee in this Agreement; (ii) any non-fulfillment or breach by Licensee of any of its agreements, covenants or obligations in this Agreement; or (iii) any reckless, malicious, or other tortious conduct by Licensee in connection with the obligations under this Agreement.
Source: Item 23 — Receipts (FDD pages 85–541)
What This Means (2025 FDD)
According to Hardees's 2025 Franchise Disclosure Document, a licensee must indemnify and hold harmless Hardees, its affiliates, and their personnel under specific circumstances related to the License Agreement. This means the licensee agrees to protect Hardees from claims, losses, costs, expenses, liabilities, and damages. This obligation is in addition to any indemnity provided in the Franchise Agreements.
The licensee's indemnification responsibilities arise from the License Agreement and the licensee's use of the Licensed Program and Content. Specifically, the licensee is responsible for indemnification in cases of (i) any breach of any representation or warranty made by the licensee in the agreement, (ii) any non-fulfillment or breach by the licensee of any agreements, covenants, or obligations in the agreement, or (iii) any reckless, malicious, or other tortious conduct by the licensee in connection with the obligations under this agreement.
This indemnification clause is a standard provision in franchise agreements. It means that if a third party sues Hardees due to the licensee's actions or breaches related to the License Agreement, the licensee will be responsible for covering Hardees's legal costs and any resulting damages. Prospective franchisees should carefully review the License Agreement and understand the scope of their indemnification obligations, as these can have significant financial implications.