For Noodles & Company, what is the minimum amount of damages that must be incurred before either the seller or buyer is liable for a claim?
Noodles_Company Franchise · 2025 FDDAnswer from 2025 FDD Document
ing, and other materials as we may require from time to time.
You may not make any express or implied agreements, warranties, guarantees, or representations or incur any debt in our name or on our behalf or represent that the relationship of the parties hereto is anything other than that of independent contractors. We will not be obligated by or have any liability under any agreements made by you with any third party or for any representations made by you to any third party. We will not be obligated for any damages to any person or property arising directly or indirectly out of the operation of your business hereunder.
5.02 Indemnification. You agree to indemnify us, our Affiliates and our respective directors, officers, employees, shareholders, agents, successors, and assigns (collectively "Indemnitees"), and to hold the Indemnitees harmless to the fullest extent permitted by law, from any and all losses and expenses (as defined below) incurred in connection with any litigation or other form of adjudicatory procedure, claim, demand, investigation, formal or informal inquiry (regardless of whether it is reduced to judgment) or any settlement thereof which arises directly or indirectly from, or as a result of, a claim of a third party against any one or more of the Indemnitees in connection with the development, ownership, operation or closing of any of your Noodles & Company restaurants (collectively "Event"), and regardless of whether it resulted from any strict or vicarious liability imposed by law on the Indemnitees, provided, however, that this indemnity will not apply to any liability arising from the negligent acts of Indemnitees (except to the extent that joint liability is involved, in which event the indemnification provided herein will extend to any finding of comparative or contributory negligence attributable to you). The term "losses and expenses" includes compensatory, exemplary, and punitive damages; fines and penalties; attorneys' fees; experts' fees; court costs; costs associated with investigating and defending against claims; settlement amounts; judgments; compensation for damages to our reputation and goodwill; and all other costs associated with any of the foregoing losses and expenses. We agree to give you reasonable notice of any Event of which we become aware for which indemnification may be required and we may elect (but are not obligated) to direct the defense thereof,
provided that the selection of counsel shall be subject to your consent, which consent shall not be unreasonably withheld or delayed. We shall not be required to consent to any settlement that admits any fault, directly or indirectly, on our part.
Source: Item 23 — RECEIPT (FDD pages 99–350)
What This Means (2025 FDD)
The 2025 Noodles & Company Franchise Disclosure Document (FDD) outlines the conditions under which franchisees and Noodles & Company are liable for claims, but it does not specify a minimum monetary amount that triggers liability. Instead, it focuses on the circumstances and types of claims for which indemnification is required.
The franchisee agrees to indemnify Noodles & Company from losses and expenses related to third-party claims arising from the operation of their Noodles & Company restaurant. This includes damages, fines, legal fees, and settlement amounts. However, this indemnification does not apply to liabilities resulting from the negligent acts of Noodles & Company, except in cases of joint liability where the franchisee's contribution will be considered.
Noodles & Company agrees to indemnify the franchisee against damages for claims resulting from the proper use of Noodles & Company-provided point-of-sale marketing materials, recipes, and required ingredients. However, this indemnification does not cover claims related to foodborne illnesses, foreign objects in food, allergic reactions, verbal information provided to customers, or personal injuries. The FDD stipulates that the extent of liability is determined by the specific circumstances of each claim and is subject to the terms outlined in the franchise agreement.