According to the Noodles & Company agreement, are the covenants considered independent of each other?
Noodles_Company Franchise · 2025 FDDAnswer from 2025 FDD Document
- 6.04 Independent Covenant.
The parties agree that each of the foregoing covenants shall be construed as independent of any other covenant or provision of this Agreement.
If all or any portion of a covenant is held unreasonable or unenforceable by a court or agency having valid jurisdiction, the parties desire the court to reform the covenant to render the covenant enforceable, but only to the extent required to render the covenant enforceable, so that Noodles & Company may obtain the greatest possible level of protection from the misuse of Confidential Information, the diversion of customers, the solicitation of its employees and unfair competition; and in such event, you expressly agree to be bound by any lesser covenant subsumed within the terms of such covenant that imposes the maximum duty permitted by law, as if the resulting covenant were separately state in and made a part of this Agreement.
- 6.05 Reduction in Scope.
You understand and acknowledge that Noodles & Company shall have the right, in its sole discretion, to reduce the scope of any covenant set forth in this Agreement, or any portion thereof, without your consent, effective immediately upon written notice to you.
You shall comply forthwith with any covenant as so modified, which shall be fully enforceable notwithstanding the provisions hereof.
- 6.06 Offset/Counterclaim.
You expressly agree that the existence of any claims you may have against Noodles & Company, whether or not arising from this Agreement,
shall not constitute a defense to the enforcement by Noodles & Company of the covenants in this Section 6.
Source: Item 23 — RECEIPT (FDD pages 99–350)
What This Means (2025 FDD)
According to the 2025 Noodles & Company Franchise Disclosure Document, the covenants within the franchise agreement are designed to be independent of each other. This means that each covenant or provision stands on its own and is not contingent on the performance or validity of any other part of the agreement.
This independence has significant implications for a Noodles & Company franchisee. If one covenant is found to be unreasonable or unenforceable, it does not invalidate the entire agreement. Instead, Noodles & Company desires the court to reform the covenant to make it enforceable, ensuring the maximum possible protection for Noodles & Company regarding confidential information, customer diversion, employee solicitation, and unfair competition. The franchisee agrees to be bound by any lesser covenant that achieves the maximum duty permitted by law.
Furthermore, Noodles & Company retains the right to modify the scope of any covenant without the franchisee's consent, with such modifications taking effect immediately upon written notice. The franchisee is obligated to comply with these modifications, and the modified covenant remains fully enforceable. The franchisee also agrees that any claims they may have against Noodles & Company do not serve as a defense against Noodles & Company's enforcement of the covenants. This reinforces the independent nature of each covenant and Noodles & Company's ability to enforce them separately.