How does the Noodles & Company agreement address the allocation of tax liabilities between the seller and the buyer?
Noodles_Company Franchise · 2025 FDDAnswer from 2025 FDD Document
18.03 Taxes. We will have no liability for any sales, use, service, occupation, exercise, gross receipts, income, property or other taxes, whether levied upon your Noodles & Company Restaurant, your property or upon us, in connection with sales made or business conducted by you (except any taxes we are required by law to collect from you). Payment of all such taxes shall be your responsibility. In the event of a bona fide dispute as to your liability for taxes, you may contest your liability in accordance with applicable law. In no event, however, will you permit a tax sale, seizure, or attachment to occur against your Noodles & Company Restaurant or any of its assets.
Source: Item 23 — RECEIPT (FDD pages 99–350)
What This Means (2025 FDD)
According to the 2025 Noodles & Company Franchise Disclosure Document, the franchisee is responsible for all taxes related to the operation of their restaurant. Noodles & Company bears no liability for any taxes levied upon the franchisee's restaurant, property, or the franchisor itself, except for taxes Noodles & Company is legally obligated to collect from the franchisee.
This means that as a Noodles & Company franchisee, you are responsible for paying all sales, use, service, occupation, exercise, gross receipts, income, property, and other taxes related to your restaurant's sales and business operations. This includes taxes on your restaurant, your property, and taxes related to sales made by you.
The FDD states that if there is a legitimate dispute regarding tax liability, the franchisee has the right to contest it according to the law. However, the franchisee cannot allow a tax sale, seizure, or attachment to occur against the Noodles & Company restaurant or its assets under any circumstances.