Under what circumstances is Hardees required to defend, indemnify, and hold Olo harmless from third-party claims related to Customer Data?
Hardees Franchise · 2025 FDDAnswer from 2025 FDD Document
[Item 23: Receipts]
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.
Source: Item 23 — Receipts (FDD pages 85–541)
What This Means (2025 FDD)
According to Hardees's 2025 Franchise Disclosure Document, the franchisee (referred to as "Customer" in this context) is required to defend, indemnify, and hold Olo harmless from third-party claims and liabilities, including reasonable outside attorney's fees, under specific circumstances related to customer data.
Specifically, Hardees must indemnify Olo from claims arising from any action against Olo resulting from a Hardees Third Party Provider's disclosure or misuse of Customer Data, or related to Olo's release of such Customer Data, including Personally Identifiable Information (PII), if Hardees requested the release of such information in writing. Hardees also has to defend Olo from claims related to the transfer of Customer Data by any means not recommended or deemed reasonably secure by Olo.
This indemnification clause places a significant responsibility on Hardees to ensure the proper handling and security of customer data. It highlights the importance of carefully selecting and managing Third Party Providers, as their actions can create liability for the franchisee. Additionally, Hardees must adhere to Olo's recommended data transfer methods to avoid potential indemnity obligations. The franchisee should consult with Olo to understand what transfer methods are considered reasonably secure.