Can a custom or practice that varies from the Franchise Agreement be considered a waiver of rights by Noodles & Company?
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 the 2025 Noodles & Company Franchise Disclosure Document, a custom or practice that differs from the Franchise Agreement will not be considered a waiver of rights. Specifically, neither Noodles & Company nor the franchisee will be deemed to have waived any right reserved by the agreement, or to have modified the agreement, simply because their conduct or established practices diverge from the written terms. This protects Noodles & Company from inadvertently losing contractual rights due to informal actions or inconsistent enforcement.
This provision also clarifies that a failure, refusal, or neglect by either party to exercise a right under the agreement, or to insist on strict compliance with obligations, does not constitute a waiver. Similarly, any leniency, delay, or omission by Noodles & Company in exercising its rights with respect to other Noodles & Company restaurants does not set a precedent or imply a waiver of those rights in the franchisee's case. The acceptance of payments by Noodles & Company after a breach of the agreement by the franchisee does not waive Noodles & Company's right to address the breach.
For a prospective Noodles & Company franchisee, this means that the written terms of the Franchise Agreement are paramount. Franchisees cannot rely on past behaviors or perceived leniency as a basis for deviating from the agreement's requirements. Noodles & Company retains the right to enforce the agreement's terms strictly, regardless of prior conduct. This clause promotes adherence to the written contract and reduces the potential for disputes based on informal understandings or inconsistent practices.