Does Noodles & Company have an obligation to direct the defense of any Event for which indemnification may be required?

According to the 2025 Noodles & Company Franchise Disclosure Document, Noodles & Company may elect, but is not obligated, to direct the defense of any Event for which indemnification may be required. However, the selection of counsel is subject to the franchisee's consent, which cannot be unreasonably withheld or delayed. An "Event" refers to any litigation, claim, demand, investigation, or inquiry arising from a third-party claim related to the franchisee's Noodles & Company restaurant.

Noodles & Company will provide reasonable notice to the franchisee of any Event for which indemnification may be required. If the franchisee has insurance coverage that agrees to defend the Event, Noodles & Company agrees not to exercise its right to select counsel if doing so would cause the franchisee's insurer to deny coverage, provided the insurer offers skilled counsel for the defense. Noodles & Company retains the right to hire its own counsel for an Insured Event at its own expense.

This means that as a Noodles & Company franchisee, you may have to bear the costs of defending your business against certain claims, although Noodles & Company may choose to take on the defense. It is important to maintain adequate insurance coverage and understand the circumstances under which Noodles & Company will or will not direct the defense. The franchisee also has some say in the selection of legal counsel.