Does any action taken pursuant to the Noodles & Company agreement constitute a waiver of compliance with any of the representations, warranties, covenants, conditions or agreements contained in the agreement?
Noodles_Company Franchise · 2025 FDDAnswer from 2025 FDD Document
20.02 Waiver of Obligations. We and you may by written instrument unilaterally waive or reduce any obligation of the other under this Agreement. Any such waiver granted shall be without prejudice to any other rights the waiving party may have, will be subject to continuing review by such party and may be revoked, in such party's sole discretion, at any time and for any reason, effective upon delivery to the other party of 10 days' prior notice. 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, neither Noodles & Company nor the franchisee is deemed to have waived any right reserved by the agreement or modified the agreement due to customs or practices that differ from the agreement. Additionally, a failure, refusal, or neglect by either party to exercise any right under the agreement or to insist on exact compliance by the other party with its obligations does not constitute a waiver. Similarly, a waiver, forbearance, delay, failure, or omission by Noodles & Company to exercise any right with respect to other Noodles & Company restaurants, or the acceptance by Noodles & Company of any payments due from the franchisee after a breach of the agreement, does not constitute a waiver.
However, Noodles & Company and the franchisee can, through a written instrument, unilaterally waive or reduce any obligation of the other under the agreement. Any such waiver is without prejudice to any other rights the waiving party may have, is subject to continuing review by such party, and may be revoked at any time and for any reason, effective upon 10 days' prior notice to the other party.
This section clarifies that routine business conduct or acceptance of payments does not automatically relinquish Noodles & Company's rights under the franchise agreement. However, Noodles & Company retains the flexibility to make specific, documented waivers of obligations, which can be revoked with notice. This protects Noodles & Company's ability to enforce the agreement while allowing for flexibility in specific situations.