Does the governing law of the Noodles & Company agreement consider conflicts of law?

According to Noodles & Company's 2025 Franchise Disclosure Document, the franchise agreement is generally governed by Colorado law, except to the extent governed by the United States Trademark Act or other federal law. However, the agreement does address potential conflicts of law. Specifically, Colorado law will prevail in the event of any conflict of law, without regard to its conflict of law principles.

However, there is an exception: if any provision of the agreement would not be enforceable under Colorado law, and the Noodles & Company restaurant is located outside of Colorado, and the provision would be enforceable under the laws of the state in which the restaurant is located, then the provision will be construed under the laws of that state. This means that certain aspects of the agreement could be subject to the laws of the state where the franchise is located, rather than Colorado law, if it results in the provision being enforceable.

This clause is important for prospective franchisees because it clarifies which state's laws will govern the interpretation and enforcement of the franchise agreement. It provides a degree of protection for franchisees operating outside of Colorado, ensuring that they are not subject to unenforceable provisions simply because Colorado law would not allow them. This type of clause is relatively common in franchise agreements, as franchisors often choose a specific state's law to govern the agreement, but may make exceptions to ensure enforceability in other states where franchisees operate.