How are disbursements from the Noodles & Company Brand Development Fund (BDF) made?
Noodles_Company Franchise · 2025 FDDAnswer from 2025 FDD Document
The BDF will be accounted for separately from our other funds. All disbursements from the BDF shall be made first from income and then from contributions. While our intent is to balance the BDF on an annual basis, from time to time the BDF may run at either a surplus or deficit. We may spend in any fiscal year an amount greater or less than the aggregate contributions of all Noodles & Company owned and franchised Restaurants to the BDF in that year, and the BDF may borrow from us or other lenders to cover deficits in the BDF and we may cause the BDF to invest any surplus for future use by the BDF and roll over unspent monies to the following year. We will prepare annually an unaudited statement of monies collected and costs incurred by the BDF and furnish a copy to you upon your written request. Except as otherwise expressly provided in this Section 10.01, we assume no direct or indirect liability or obligation with respect to the maintenance, direction or administration of the BDF. We do not act as trustee or in any other fiduciary capacity with respect to the BDF.
Although the BDF is intended to maximize general recognition and patronage of the brand and the Marks for the benefit of all Noodles & Company Restaurants, we cannot assure you that any particular Noodles & Company Restaurant will benefit directly or pro-rata from the placement of advertising. Additionally, we reserve the right to define, at any time, the measurement terms for any media coverage. The BDF may be used to pay for the cost of preparing and producing creative materials and programs we select, including video, audio, electronic and printed advertising materials, media planning and buying services, and for the cost of employing advertising agencies and supporting market research activities. We may furnish you with marketing, advertising and promotional materials at cost, plus any related administrative, shipping, handling and storage charges.
Source: Item 23 — RECEIPT (FDD pages 99–350)
What This Means (2025 FDD)
According to Noodles & Company's 2025 Franchise Disclosure Document, disbursements from the Brand Development Fund (BDF) are made in a specific order. All disbursements will be made first from income and then from contributions. The BDF is accounted for separately from Noodles & Company's other funds.
Noodles & Company intends to balance the BDF on an annual basis; however, the fund may run a surplus or deficit from time to time. Noodles & Company has the right to spend more or less than the total contributions from all franchised and company-owned restaurants in any given fiscal year. To cover deficits, the BDF may borrow from Noodles & Company or other lenders. Surpluses may be invested for future use or rolled over into the following year.
Noodles & Company will prepare an unaudited annual statement of monies collected and costs incurred by the BDF, which will be provided to franchisees upon written request. Noodles & Company assumes no direct or indirect liability or obligation regarding the maintenance, direction, or administration of the BDF and does not act as a trustee or in any fiduciary capacity with respect to the BDF.
While the BDF aims to maximize brand recognition and patronage for all Noodles & Company Restaurants, there is no guarantee that any particular restaurant will directly or proportionally benefit from advertising efforts. Noodles & Company reserves the right to define the measurement terms for any media coverage at any time. The BDF may cover the costs of preparing and producing creative materials and programs, including video, audio, electronic, and printed advertising materials, media planning and buying services, and the cost of employing advertising agencies and supporting market research activities. Noodles & Company may furnish marketing, advertising, and promotional materials to franchisees at cost, plus any related administrative, shipping, handling, and storage charges.