Where do the parties consent to jurisdiction and venue in disputes related to the Noodles & Company agreement?
Noodles_Company Franchise · 2025 FDDAnswer from 2025 FDD Document
te and local taxes arising out of the operation of your business. We will not be liable for these or any other taxes and you herby do and will indemnify us for any such taxes that may be assessed or levied against us which arise or result from your business. You shall reimburse us for any sales tax, gross receipts tax, use tax or other tax or assessment imposed by any taxing authority in the state where the Restaurant is located on any fees or other amounts payable to us under this Agreement. Such taxes are distinguishable from income taxes imposed on us by the jurisdiction in which the Restaurant is located. Such income taxes are our responsibility.
19. DISPUTE RESOLUTION.
19.01 Mediation, Jurisdiction and Venue. Except for claims by either party for payments owed by one party to the other and except for claims requesting injunctive relief, any controversy or claim arising out of or relating to this Agreement or the making, interpretation, or performance hereof, shall first be submitted to mediation. The parties shall agree on a single mediator within 30 days after notice by the complaining party, and if no mediator is mutually agreed upon within such 30 days, then the mediation shall be submitted by the complaining party to the American Arbitration Association's ("AAA's") regional office located closest to our principal place of business. The mediation proceedings shall be conducted in the city where we then have our principal place of business. You agree and acknowledge that Noodles & Company may, through manuals, or otherwise in writing, designate different procedures or rules for any mediation.
Subject to the foregoing, you and your Owners irrevocably submit to the jurisdiction of the Federal Courts of the United States in the state in which our principal place of business is located (which is Colorado as of the date hereof) and of the state courts of the city and county in which our principal place of business is located (which as of the date hereof is the State of Colorado, City and County of Broomfield) in any suit, action, or proceeding, arising out of or relating to this Agreement or any other dispute between you and us.
Source: Item 23 — RECEIPT (FDD pages 99–350)
What This Means (2025 FDD)
According to Noodles & Company's 2025 Franchise Disclosure Document, except for claims by either party for payments owed or claims requesting injunctive relief, any controversy or claim arising out of or relating to the Franchise Agreement shall first be submitted to mediation. If the parties cannot agree on a mediator within 30 days after notice by the complaining party, the mediation shall be submitted by the complaining party to the American Arbitration Association's regional office located closest to Noodles & Company's principal place of business. The mediation proceedings shall be conducted in the city where Noodles & Company then has its principal place of business.
The Noodles & Company Franchise Agreement is to be interpreted under the laws of the State of Colorado, excluding its choice of laws rules, except to the extent governed by the United States Trademark Act of 1946 (Lanham Act, 15 U.S.C. 1051 et seq.) or other federal law. If any provision of the Agreement would not be enforceable under Colorado law, and if your Noodles & Company Restaurant is located outside of Colorado and such provision would be enforceable under the laws of the state in which your Noodles & Company Restaurant is located, then such provision shall be construed under the laws of that state.
This means that while Colorado law generally governs the agreement, the specific laws of the state where the Noodles & Company restaurant is located may apply if a provision is unenforceable under Colorado law but enforceable in the restaurant's state. Franchisees should be aware that Noodles & Company may designate different procedures or rules for any mediation through manuals or other written means.