Who is responsible for indemnifying the seller under 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 both Noodles & Company (as the seller in some contexts) and the franchisee agree to protect each other from commission-related claims arising from their own actions.

For a prospective Noodles & Company franchisee, this implies that if someone claims a commission based on the franchisee's actions, the franchisee is responsible for defending and covering Noodles & Company against such claims. Conversely, Noodles & Company would be responsible for claims arising from their own actions. This mutual indemnification is a fairly standard practice in franchising to allocate responsibility for potential liabilities.

It is important for a franchisee to understand the scope of this indemnification. While the clause specifically mentions commissions, franchisees should clarify with Noodles & Company what other types of claims might fall under this indemnification clause. Furthermore, franchisees should ensure they maintain adequate insurance coverage to protect themselves against potential indemnification obligations.