Does Noodles & Company have the obligation to direct the defense of a claim for which indemnification may be required?

According to Noodles & Company's 2025 Franchise Disclosure Document, Noodles & Company may elect to direct the defense of a claim for which indemnification may be required, but they are not obligated to do so. However, Noodles & Company agrees to give the franchisee reasonable notice of any event for which indemnification may be required. If Noodles & Company chooses to direct the defense, the selection of counsel is subject to the franchisee's consent, which cannot be unreasonably withheld or delayed.

Noodles & Company is entitled to prosecute, defend, and/or settle any proceeding arising out of an indemnified claim at their sole discretion. If Noodles & Company chooses to do so, they have no obligation to reimburse the franchisee for any legal counsel retained by the franchisee. Noodles & Company is also entitled, but not obligated, to prosecute, defend, and/or settle any proceeding arising out of any claim made against the franchisee that, in their opinion, could have an adverse impact on the brand, system, or other Noodles & Company owned restaurants.

If the franchisee has insurance coverage for an event, and the insurer agrees to undertake the defense, Noodles & Company agrees not to exercise its right to select counsel if doing so would cause the insurer to deny coverage, as long as the insurer provides suitable, skilled counsel to defend the action. Noodles & Company reserves the right to retain counsel to represent them with respect to an insured event at their sole cost and expense.

It is important for a prospective Noodles & Company franchisee to understand the circumstances under which Noodles & Company may or may not direct the defense of a claim, as well as the franchisee's rights and responsibilities in such situations. Franchisees should discuss these provisions with legal counsel to fully understand their obligations and potential liabilities.