What is Noodles & Company's obligation regarding notice to the franchisee of an event for which indemnification may be required?
Noodles_Company Franchise · 2025 FDDAnswer from 2025 FDD Document
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.
Source: Item 23 — RECEIPT (FDD pages 99–350)
What This Means (2025 FDD)
According to Noodles & Company's 2025 Franchise Disclosure Document, Noodles & Company agrees to provide the franchisee with reasonable notice of any event of which they become aware that may require indemnification. Indemnification refers to the franchisee's obligation to protect Noodles & Company from losses and expenses arising from third-party claims related to the franchisee's restaurant.
In practical terms, this means that if Noodles & Company is notified of a claim, lawsuit, or investigation related to the franchisee's restaurant operations, they are obligated to inform the franchisee in a timely manner. This allows the franchisee to prepare a defense and understand the potential financial implications.
Noodles & Company also has the option, but not the obligation, to direct the defense of such events. However, the franchisee's consent is required for the selection of legal counsel, and this consent cannot be unreasonably withheld or delayed. This provision ensures that the franchisee has a say in who represents them in legal matters, while also allowing Noodles & Company to manage the defense strategically.