What is Noodles & Company required to do to assist the Indemnitor and their representatives in settling, compromising, or litigating a claim?
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.
We may, in our reasonable discretion, take such actions as we deem necessary and appropriate to investigate, defend, or settle any Event or take other remedial or corrective actions with respect thereto as may be necessary for the protection of Indemnitees or Noodles & Company Restaurants generally, provided however, that any settlement shall be subject to your consent, which consent shall not be unreasonably withheld or delayed.
We shall not be obligated to consent to any settlement that admits any fault, directly or indirectly, on our part.
Further, notwithstanding the foregoing, if the insurer on a policy or policies obtained in compliance with your Franchise Agreement agrees to undertake the defense of an Event (an "Insured Event"), we agree not to exercise our right to select counsel to defend the Event if such would cause your insurer to deny coverage so long as your insurer provides suitable, skilled counsel to defend the action.
We reserve the right to retain counsel to represent us with respect to an Insured Event at our sole cost and expense.
This Section shall continue in full force and effect subsequent to and notwithstanding the expiration or termination of this Agreement.
Source: Item 23 — RECEIPT (FDD pages 99–350)
What This Means (2025 FDD)
According to the 2025 Noodles & Company Franchise Disclosure Document, Noodles & Company agrees to provide reasonable notice of any event for which indemnification may be required. Noodles & Company may elect to direct the defense of the claim, but the selection of counsel is subject to the franchisee's consent, which cannot be unreasonably withheld or delayed.
Noodles & Company may take actions it deems necessary to investigate, defend, or settle any event or take other remedial or corrective actions to protect the Indemnitees or Noodles & Company Restaurants generally. However, any settlement is subject to the franchisee's consent, which cannot be unreasonably withheld or delayed. Noodles & Company is not obligated to consent to any settlement that admits fault on their part.
If the franchisee has an insurance policy that agrees to defend an event, Noodles & Company will not 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. This obligation remains in effect even after the agreement expires or terminates.