Who is responsible for indemnifying the other party against commission claims related to the Noodles & Company agreement?

According to the 2025 Noodles & Company Franchise Disclosure Document, each party agrees to indemnify the other from and against any claims for commissions by any person claiming a commission through the indemnifying party. This means that if a franchisee or Noodles & Company incurs a commission claim due to actions of the other party, the party whose actions caused the claim is responsible for protecting the other party from any resulting damages or liabilities.

In practical terms, if a person claims a commission through the franchisee's actions, the franchisee must indemnify Noodles & Company. Conversely, if a person claims a commission through Noodles & Company's actions, Noodles & Company must indemnify the franchisee. This mutual indemnification clause ensures that both parties are protected from commission claims arising from the other's conduct.

This type of clause is a standard practice in franchising agreements. It aims to allocate responsibility for potential liabilities based on which party's actions gave rise to the claim. Franchisees should carefully review this section of the agreement to understand their obligations and potential liabilities regarding commission claims.