Can Noodles & Company's acceptance of payments from a franchisee after a breach of the Franchise Agreement be considered a waiver of Noodles & Company's rights?
Noodles_Company Franchise · 2025 FDDAnswer from 2025 FDD Document
You and we shall not be deemed to have waived any right reserved by this Agreement or be deemed to have modified this Agreement by virtue of any custom or practice of the parties at variance with it; any failure, refusal or neglect by you or us to exercise any right under this Agreement (except as provided in Section 20.03) or to insist upon exact compliance by the other with its obligations hereunder; any waiver, forbearance, delay, failure or omission by us to exercise any right, whether of the same, similar or different nature, with respect to other Noodles & Company Restaurants; or the acceptance by us of any payments due from you after any breach of this Agreement.
Source: Item 23 — RECEIPT (FDD pages 99–350)
What This Means (2025 FDD)
According to Noodles & Company's 2025 Franchise Disclosure Document, the acceptance of payments from a franchisee after a breach of the Franchise Agreement does not constitute a waiver of Noodles & Company's rights. Noodles & Company retains its rights under the agreement, even if it accepts payments after a breach. This protects Noodles & Company's ability to enforce the terms of the agreement despite accepting payments that may be due.
This provision is designed to protect Noodles & Company. It ensures that Noodles & Company can continue to receive payments without inadvertently relinquishing its right to address the franchisee's breach of contract. This clause allows Noodles & Company to maintain a business relationship while still preserving its legal options.
For a prospective Noodles & Company franchisee, this means that even if you are in breach of the Franchise Agreement, making payments does not guarantee that Noodles & Company will overlook the breach. Noodles & Company can still take action to enforce the agreement, regardless of whether payments have been accepted. Franchisees should aim to adhere to all terms of the agreement to avoid potential breaches, as continued acceptance of payments does not imply forgiveness of any violations.