Are there any circumstances under which a Southern Steer franchisee is NOT required to indemnify the Indemnified Parties?

The Franchisor and its Affiliates and their respective employees, Executive Management, shareholders, members, Owners, directors, officers, attorneys, accountants and agents (individually and collectively, the "Indemnified Parties") will not be obligated to any person or Entity for any Damages arising out of, from, in connection with, relating to, or as a result of the Franchisee's negligence, the Franchisee's wrongdoing, the Franchisee's breach of this Agreement, or the operation of the Franchisee's Southern Steer Business.

The Franchisee will indemnify and hold harmless the Indemnified Parties against, and will reimburse the Indemnified Parties for, all Damages that the Indemnified Parties incur in the defense of or as a result of any Claim brought against the Indemnified Parties arising from, in connection with, arising out of, relating to, or as a result of the Franchisee's negligence, the Franchisee's wrongdoing, the Franchisee's breach of this Agreement or the operation of the Franchisee's Southern Steer Business.

The Franchisee will indemnify the Indemnified Parties, without limitation, for all Damages arising from, out of, in connection with, relating to, or as a result of any and all Claims including, but not limited to:

• i. any personal injury, property damage, commercial loss or environmental contamination resulting from any act or omission of the Franchisee, Designated Managers, Owners or its Executive Management, employees, agents or representatives;

• ii. any failure on the part of the Franchisee to comply with any requirement of any federal or state laws or any rules or regulations of any Governmental Authority;

• iii. any failure of the Franchisee to pay any of its obligations to any person or Entity;

• iv. any failure of the Franchisee to comply with any requirement or condition of this Agreement, the Brand Manual, or any other agreement with the Franchisor and/or the Indemnified Parties;

• v. any misfeasance or malfeasance by the Franchisee or its Executive Management, employees, agents or representatives;

• vi. any tort committed by the Franchisee or its Executive Management, employees, agents or representatives;

• vii. any determination by a court or agency that the Franchisor is the employer or a joint employer of any of Franchisee's employees;

• viii. any claim, action, suit, or proceeding by the Franchisee's employees, including but not limited to workers' compensation, unemployment, and wage-and-hour claims;

• ix.

Breaches of Security, regardless of whether an Indemnified Party is required to take any action under any state or federal law;

• x. violation of any data privacy laws;

Source: Item 22 — ITEM. 22 CONTRACTS (FDD pages 61–168)