What is Noodles & Company's right regarding the prosecution, defense, or settlement of proceedings arising from a franchisee's use of a Mark?
Noodles_Company Franchise · 2025 FDDAnswer from 2025 FDD Document
You must immediately notify us of any apparent infringement of or challenge to your use of any Mark or claim by any person of any rights to any Mark, and you must not communicate with any person other than your legal counsel, us, our affiliate, if applicable, and our respective legal counsel regarding any infringement, challenge or claim. We, and our affiliate, if applicable, will have sole discretion to take any action we deem appropriate and will have the right to control exclusively any litigation or USPTO or other administrative proceeding arising out of any infringement, challenge or claim or otherwise pertaining to any Mark. You must sign all instruments and documents, provide assistance and do all acts and things as, in the opinion of our, or our affiliate's, if applicable, legal counsel, may be necessary or advisable to protect our, or our applicable affiliate's, interests in any litigation or USPTO or other administrative proceeding or otherwise to protect its interests in the Marks.
We will indemnify you against, and reimburse you for, all damages for which you are held liable in any proceeding arising out of your authorized use of any Mark under the Franchise Agreement in the United States as to any United States third-party rights to the Marks and, except as provided in the Franchise Agreement, for all costs you reasonably incur in defending any claim brought against you or any proceeding in which you are named as a party, if you have timely notified us of the claim or proceeding and you and your owners are in compliance with the Franchise Agreement and all other agreements entered into with us and our affiliate, if applicable. At our, and our applicable affiliate's sole discretion, we will be entitled to prosecute, defend or settle any proceeding arising out of your use of any Mark, and, if we, and our affiliate, if applicable, decides to prosecute, defend or settle any matter, we will have no obligation to indemnify or reimburse you for any fees or disbursements of counsel you retain.
Source: Item 13 — TRADEMARKS (FDD pages 53–58)
What This Means (2025 FDD)
According to Noodles & Company's 2025 Franchise Disclosure Document, Noodles & Company has sole discretion to take any action it deems appropriate regarding infringement, challenge, or claim pertaining to any Mark. Noodles & Company has the right to exclusively control any litigation or USPTO or other administrative proceeding arising out of any infringement, challenge, or claim or otherwise pertaining to any Mark.
Noodles & Company is entitled to prosecute, defend, or settle any proceeding arising out of a franchisee's use of any Mark. If Noodles & Company decides to prosecute, defend, or settle any matter, it will have no obligation to indemnify or reimburse the franchisee for any fees or disbursements of counsel the franchisee retains.
Noodles & Company will indemnify the franchisee against, and reimburse them for, all damages for which they are held liable in any proceeding arising out of their authorized use of any Mark under the Franchise Agreement in the United States as to any United States third-party rights to the Marks. This is provided that the franchisee has timely notified Noodles & Company of the claim or proceeding and the franchisee and their owners are in compliance with the Franchise Agreement and all other agreements entered into with Noodles & Company and its affiliate, if applicable.
This means that while Noodles & Company retains control over legal proceedings related to trademark use, franchisees receive protection against damages they are liable for, provided they adhere to the agreement's terms and promptly inform Noodles & Company of any potential issues. However, franchisees may not be reimbursed for their own legal counsel if Noodles & Company decides to handle the legal proceedings themselves.