What parties are included in the definition of 'Indemnitees' that Noodles & Company franchisees must indemnify?
Noodles_Company Franchise · 2025 FDDAnswer from 2025 FDD Document
5.02 Indemnification. You agree to indemnify us, our Affiliates and our respective directors, officers, employees, shareholders, agents, successors, and assigns (collectively "Indemnitees"), and to hold the Indemnitees harmless to the fullest extent permitted by law, from any and all losses and expenses (as defined below) incurred in connection with any litigation or other form of adjudicatory procedure, claim, demand, investigation, formal or informal inquiry (regardless of whether it is reduced to judgment) or any settlement thereof which arises directly or indirectly from, or as a result of, a claim of a third party against any one or more of the Indemnitees in connection with the development, ownership, operation or closing of any of your Noodles & Company restaurants (collectively "Event"), and regardless of whether it resulted from any strict or vicarious liability imposed by law on the Indemnitees, provided, however, that this indemnity will not apply to any liability arising from the negligent acts of Indemnitees (except to the extent that joint liability is involved, in which event the indemnification provided herein will extend to any finding of comparative or contributory negligence attributable to you). The term "losses and expenses" includes compensatory, exemplary, and punitive damages; fines and penalties; attorneys' fees; experts' fees; court costs; costs associated with investigating and defending against claims; settlement amounts; judgments; compensation for damages to our reputation and goodwill; and all other costs associated with any of the foregoing losses and expenses. 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,
Source: Item 23 — RECEIPT (FDD pages 99–350)
What This Means (2025 FDD)
According to Noodles & Company's 2025 Franchise Disclosure Document, franchisees must indemnify the franchisor and related parties, collectively known as "Indemnitees." This group includes Noodles & Company itself, its Affiliates, and their respective directors, officers, employees, shareholders, agents, successors, and assigns. This means a franchisee is responsible for protecting these individuals and entities from losses and expenses arising from claims related to the franchisee's Noodles & Company restaurant.
The franchisee's obligation extends to any litigation, claim, demand, investigation, or inquiry resulting from the development, ownership, operation, or closing of their Noodles & Company restaurant. This indemnification covers a wide range of potential liabilities, regardless of whether the issue results from strict or vicarious liability imposed by law on the Indemnitees. The term "losses and expenses" is broadly defined, including compensatory, exemplary, and punitive damages; fines and penalties; attorneys' fees; experts' fees; court costs; costs associated with investigating and defending against claims; settlement amounts; judgments; compensation for damages to the franchisor's reputation and goodwill; and all other associated costs.
However, the franchisee is not responsible for liability arising from the negligent acts of the Indemnitees, unless joint liability is involved. In cases of joint liability, the indemnification extends to any finding of comparative or contributory negligence attributable to the franchisee. Noodles & Company agrees to provide reasonable notice of any event that may require indemnification and may choose to direct the defense, subject to the franchisee's consent regarding the selection of counsel, which cannot be unreasonably withheld or delayed. This indemnification clause is a standard practice in franchising, designed to protect the franchisor from liabilities arising from the franchisee's operations, but it places a significant responsibility on the franchisee to manage their business in a way that minimizes risk and potential claims.