What must a Noodles & Company franchisee do if there is an apparent infringement of a Mark?
Noodles_Company Franchise · 2025 FDDAnswer from 2025 FDD Document
You must immediately notify us of any apparent infringement of or challenge to your use of any Mark or claim by any person of any rights to any Mark, and you must not communicate with any person other than your legal counsel, us, our affiliate, if applicable, and our respective legal counsel regarding any infringement, challenge or claim. We, and our affiliate, if applicable, will have sole discretion to take any action we deem appropriate and will have the right to control exclusively any litigation or USPTO or other administrative proceeding arising out of any infringement, challenge or claim or otherwise pertaining to any Mark. You must sign all instruments and documents, provide assistance and do all acts and things as, in the opinion of our, or our affiliate's, if applicable, legal counsel, may be necessary or advisable to protect our, or our applicable affiliate's, interests in any litigation or USPTO or other administrative proceeding or otherwise to protect its interests in the Marks.
We will indemnify you against, and reimburse you for, all damages for which you are held liable in any proceeding arising out of your authorized use of any Mark under the Franchise Agreement in the United States as to any United States third-party rights to the Marks and, except as provided in the Franchise Agreement, for all costs you reasonably incur in defending any claim brought against you or any proceeding in which you are named as a party, if you have timely notified us of the claim or proceeding and you and your owners are in compliance with the Franchise Agreement and all other agreements entered into with us and our affiliate, if applicable. At our, and our applicable affiliate's sole discretion, we will be entitled to prosecute, defend or settle any proceeding arising out of your use of any Mark, and, if we, and our affiliate, if applicable, decides to prosecute, defend or settle any matter, we will have no obligation to indemnify or reimburse you for any fees or disbursements of counsel you retain.
Source: Item 13 — TRADEMARKS (FDD pages 53–58)
What This Means (2025 FDD)
According to the 2025 Noodles & Company Franchise Disclosure Document, a franchisee must immediately notify Noodles & Company of any apparent infringement or challenge to the use of any Mark. The franchisee must also refrain from communicating with any party other than their legal counsel, Noodles & Company, its affiliate (if applicable), and their respective legal counsel regarding the infringement, challenge, or claim. This ensures that Noodles & Company maintains control over the response to any potential trademark issues.
Noodles & Company, and its affiliate if applicable, has the sole discretion to take any action it deems appropriate and has the right to exclusively control any litigation or USPTO or other administrative proceeding arising out of any infringement, challenge, or claim pertaining to any Mark. This means the franchisee cannot independently pursue legal action related to trademark issues without the explicit direction of Noodles & Company.
The franchisee is obligated to sign all instruments and documents, provide assistance, and perform all actions deemed necessary or advisable by Noodles & Company's legal counsel to protect the interests of Noodles & Company or its affiliate in any litigation, USPTO, or other administrative proceeding, or to otherwise protect its interests in the Marks. This clause emphasizes the franchisee's responsibility to fully cooperate with Noodles & Company in protecting its trademarks. Noodles & Company will indemnify the franchisee against, and reimburse them for, all damages for which they are held liable in any proceeding arising out of their authorized use of any Mark under the Franchise Agreement in the United States as to any United States third-party rights to the Marks. This protection is contingent upon the franchisee's timely notification of the claim or proceeding and compliance with the Franchise Agreement and all other agreements with Noodles & Company and its affiliate, if applicable. However, Noodles & Company retains the right to control the defense or settlement of any such proceeding and will not be obligated to cover the franchisee's legal fees if it chooses to handle the matter itself.