Does the Noodles & Company agreement specify which state's laws govern the interpretation of the indemnification clauses?

According to the 2025 Noodles & Company Franchise Disclosure Document, the franchise agreement generally adheres to Colorado state law. Specifically, the agreement states that it "shall be construed in accordance with the laws of the State of Colorado without regard to any applicable conflicts of law." This means that the laws of Colorado, without regard to its conflict of law principles, govern the interpretation of the franchise agreement, including its indemnification clauses.

However, there is an exception to this rule. If any provision of the agreement is unenforceable under Colorado law, but is enforceable under the laws of the state where the Noodles & Company restaurant is located, then the laws of that state will govern the interpretation of that specific provision. This ensures that the agreement remains enforceable to the greatest extent possible, taking into account local laws and regulations.

This approach is fairly common in franchise agreements, as it seeks to balance the need for a uniform national standard with the reality of differing state laws. Prospective Noodles & Company franchisees should be aware of this provision and understand how it might affect their rights and obligations under the agreement, particularly if they are located outside of Colorado. It would be prudent to consult with a legal professional to fully understand the implications of this governing law provision.