What consent is required from the Noodles & Company franchisee regarding the selection of counsel for a claim requiring indemnification?

According to Noodles & Company's 2025 Franchise Disclosure Document, in the event that Noodles & Company seeks indemnification from a franchisee for a claim, Noodles & Company may elect to direct the defense of the claim. However, the selection of legal counsel for this defense is subject to the franchisee's consent. This consent cannot be unreasonably withheld or delayed by the franchisee. This means that while Noodles & Company can choose to manage the legal defense, the franchisee has the right to approve the attorney selected to represent their interests in the matter.

This provision ensures that the franchisee has a voice in who represents them in a legal matter where they may be liable. It prevents Noodles & Company from unilaterally choosing counsel that the franchisee deems unsuitable or unqualified. However, the franchisee must have a legitimate reason to withhold consent; they cannot simply delay or refuse to approve counsel without a reasonable basis.

It's also important to note that if the claim is covered by the franchisee's insurance, and the insurer agrees to defend the claim, Noodles & Company agrees not to exercise its right to select counsel if doing so would cause the insurer to deny coverage, provided the insurer provides suitable, skilled counsel to defend the action. Noodles & Company does reserve the right to retain their own counsel at their sole cost and expense in such insured events.

This section of the FDD outlines the responsibilities of both Noodles & Company and the franchisee in the event of a claim where indemnification may be required, balancing the franchisor's interest in protecting its brand and system with the franchisee's right to appropriate legal representation.