What are the 'required ingredients' referenced in the Noodles & Company indemnification clause?
Noodles_Company Franchise · 2025 FDDAnswer from 2025 FDD Document
- (b) We agree to indemnify you against, and to reimburse you for, all damages for which you are held liable in any proceeding arising out of any claim made against you as a result of your having properly utilized the then current (i) point of sale marketing materials provided to you by Noodles & Company or those developed by Noodles & Company and (ii) the recipes and required ingredients ("Indemnified Claim"); however, under no circumstances does Indemnified Claim include any claim resulting from, based on, or related to, a food borne illness, foreign or other object in the food that was not prescribed in the recipe or intended to be in the dish; allergic reactions of any kind; verbal information provided to customers; slip and fall and such other personal injuries or accidents.
We, and our applicable Affiliate, at our respective sole discretion, are entitled to prosecute, defend and/or settle any proceeding arising out such an Indemnified Claim, and, if we, or our applicable Affiliate, undertake to prosecute, defend and/or settle any such matter, we have no obligation to indemnify or reimburse you for any fees or disbursements of any legal counsel retained by you.
If we choose not to defend you and it is ultimately determined that you were entitled to a defense under this provision, we agree to pay reasonable legal fees at a maximum per hour rate at which your insurance carrier or our insurance carrier (whichever is less) would pay for a similar claim under your applicable policy.
- (c) Further, we, and our applicable Affiliate, at our respective sole discretion, are entitled, but not obligated, to prosecute, defend and/or settle any proceeding arising out of any claim made against you, that, in our opinion, could have an adverse impact on the brand, system or other Noodles & Company Company-owned or Area Operator owned Restaurants.
We, and our applicable Affiliate, have no obligation to indemnify or reimburse you for any fees or disbursements of any legal counsel retained by you or to pay any settlement ourselves; however, we shall be entitled to settle and defend the claim.
Source: Item 23 — RECEIPT (FDD pages 99–350)
What This Means (2025 FDD)
According to the 2025 Noodles & Company Franchise Disclosure Document, the indemnification clause refers to "recipes and required ingredients." Noodles & Company will indemnify franchisees against claims resulting from proper use of the recipes and required ingredients. However, this indemnification does not extend to claims related to foodborne illnesses, foreign objects not prescribed in the recipe, allergic reactions, verbal information provided to customers, or personal injuries.
Noodles & Company retains the right to defend or settle any claim arising from an Indemnified Claim. If Noodles & Company chooses to defend the franchisee, they are not obligated to reimburse the franchisee for legal counsel fees. If Noodles & Company declines to defend the franchisee and the franchisee is later found to be entitled to a defense, Noodles & Company will pay reasonable legal fees, up to the hourly rate that either the franchisee's or Noodles & Company's insurance carrier would pay for a similar claim, whichever is less.
Noodles & Company also has the option, but not the obligation, to defend or settle claims that could negatively impact the brand or other Noodles & Company-owned or Area Operator-owned restaurants. In such cases, Noodles & Company is not obligated to indemnify or reimburse the franchisee for legal fees or settlement costs but has the right to settle and defend the claim.
This section outlines the circumstances under which Noodles & Company will provide financial protection to franchisees against certain claims, while also clarifying the limitations and conditions of that protection. Franchisees should be aware of these conditions and understand their responsibilities in operating their Noodles & Company restaurant to maintain eligibility for indemnification.