Is Noodles & Company obligated to defend a franchisee against claims that could adversely impact the brand?
Noodles_Company Franchise · 2025 FDDAnswer from 2025 FDD Document
Further, we, and our applicable Affiliate, at our respective sole discretion, are entitled, but not obligated, to prosecute, defend and/or settle any proceeding arising out of any claim made against you, that, in our opinion, could have an adverse impact on the brand, system or other Noodles & Company Company-owned or Area Operator owned Restaurants.
We, and our applicable Affiliate, have no obligation to indemnify or reimburse you for any fees or disbursements of any legal counsel retained by you or to pay any settlement ourselves; however, we shall be entitled to settle and defend the claim.
Source: Item 23 — RECEIPT (FDD pages 99–350)
What This Means (2025 FDD)
According to the 2025 Noodles & Company Franchise Disclosure Document, Noodles & Company is not obligated to defend a franchisee against claims that could adversely impact the brand, system, or other Noodles & Company-owned or Area Operator-owned Restaurants. However, Noodles & Company, at its sole discretion, is entitled to defend and/or settle any proceeding arising out of any claim made against a franchisee that, in Noodles & Company's opinion, could have an adverse impact on the brand.
Noodles & Company is not obligated to indemnify or reimburse a franchisee for any fees or disbursements of any legal counsel retained by the franchisee or to pay any settlement themselves. However, Noodles & Company is entitled to settle and defend the claim.
This means that while Noodles & Company has the right to step in and defend a franchisee in situations that could harm the brand, they are not required to do so. The franchisee may be responsible for their own legal costs in such cases, unless Noodles & Company decides to assume the defense. This clause highlights the importance of a franchisee maintaining adequate insurance coverage and understanding their responsibilities in managing potential legal claims.