In the Noodles & Company agreement, is time of the essence for all provisions?
Noodles_Company Franchise · 2025 FDDAnswer from 2025 FDD Document
s, clothing, souvenirs, and novelty items through any channel of distribution, including, for example, grocery stores, supermarkets, convenience stores, caterers, and gas stations.
- (vi) We reserve the right to purchase or be purchased by, or merge or combine with, competing businesses wherever located.
- 2.03 Development Obligations. You must have open and operating continuously in the Development Area in accordance with and pursuant to Franchise Agreements, that cumulative number of Noodles & Company restaurants set forth in Exhibit A by the corresponding dates set forth therein ("Development Schedule"). Time is of the essence in this Agreement. In the event you fail to develop and operate Noodles & Company restaurants (i) in accordance with the Development Schedule; (ii) on an accepted site; (iii) in accordance with our then current design, construction, and equipment specifications; (iv) consistent with the plans accepted for said site; and (v) in accordance with the System, you would be in material breach of this Agreement; however, except as provided in Section 3.04(e), our right to terminate this Agreement shall be our exclusive remedy for your failure to meet the Development Schedule. If your right to develop Noodles & Company restaurants expires, is terminated in accordance with this Agreement or is otherwise terminated, we shall have the right thereafter to develop and operate, or to allow others to develop and operate, Noodles & Company restaurants, and to use, and to allow others to use, the Marks and the System in the Development Area, subject to such protection granted via the Protected Area as may be granted pursuant to previously executed Franchise Agreements executed pursuant hereto.
Source: Item 23 — RECEIPT (FDD pages 99–350)
What This Means (2025 FDD)
According to the 2025 Noodles & Company Franchise Disclosure Document, time is considered "of the essence" in the agreement. This means that strict adherence to deadlines and schedules is critical.
Specifically, the franchise agreement emphasizes the importance of adhering to the development schedule outlined in Exhibit A. If a franchisee fails to develop and operate Noodles & Company restaurants according to this schedule, on accepted sites, in accordance with the company's design, construction, and equipment specifications, and consistent with the overall system, it constitutes a material breach of the agreement. However, the document specifies that the franchisor's exclusive remedy for failing to meet the development schedule, except as provided in Section 3.04(e), is termination of the agreement.
Furthermore, time is of the essence in the construction and opening of Noodles & Company restaurants. Failure to meet deadlines related to construction is considered a material breach or default of the agreement. While extensions may be granted, they are subject to Noodles & Company's approval, which can be withheld at their discretion. This underscores the importance of franchisees diligently managing the construction and opening phases to avoid potential breaches of contract.