What efforts are each party required to make to ensure the Noodles & Company agreement is effective?
Noodles_Company Franchise · 2025 FDDAnswer from 2025 FDD Document
18.01 Independent Contractors. Neither this Agreement nor the dealings of the parties pursuant to this Agreement shall create any fiduciary relationship or any other relationship of trust or confidence between the parties hereto. Noodles & Company and Area Operator, as between themselves, are and shall remain independent contractors.
If applicable law shall imply a covenant of good faith and fair dealing in this Agreement, the parties hereto agree that such covenant shall not imply any rights or obligations that are inconsistent with a fair construction of the terms of this Agreement. Additionally, if applicable law shall imply such covenant, we and you acknowledge and agree that: (a) this Agreement (and the relationship of the parties which arises from this Agreement) grants us the discretion to make decisions, take actions and/or refrain from taking actions not inconsistent with your explicit rights and obligations hereunder that may affect favorably or adversely your interests; (b) we will use our judgment in exercising such discretion based on our assessment of our own interests and balancing those interests against the interests of the owners of Noodles & Company Restaurants generally (including ourselves, and our Affiliate and other Area Operators), and specifically without considering your individual interests or the individual interests of any other particular Area Operator; (c) we will have no liability to you for the exercise of our discretion in this manner so long as such discretion is not exercised in bad faith toward you; and (d) in the absence of such bad faith, no trier of fact in any legal action or arbitration proceeding shall substitute its judgment for our judgment so exercised. Nothing contained in this Agreement, or arising from the conduct of the parties hereunder, is intended to make either party a general or special agent, joint venturer, partner or employee of the other for any purpose whatsoever. You must conspicuously identify yourself in all dealings with customers, lessors, contractors, suppliers, public officials, employees and others as the owner of your Noodles & Company Restaurant and must place such other notices of independent ownership on such forms, business cards, stationery, advertising and other materials as we may require from time to time.
You may not make any express or implied agreements, warranties, guarantees or representations or incur any debt in our name or on our behalf or represent that the relationship of the parties hereto is anything other than that of independent contractors. We will not be obligated by or have any liability under any agreements made by you with any third party or for any representations made by you to any third party. We will not be
Source: Item 23 — RECEIPT (FDD pages 99–350)
What This Means (2025 FDD)
According to the 2025 Noodles & Company Franchise Disclosure Document, both the franchisee and Noodles & Company have specific obligations to ensure the franchise agreement is effective. The franchisee is responsible for designating an approved Operating Partner who has completed Noodles & Company's training program, manages the restaurant's day-to-day operations, and has the authority to make operational decisions. This Operating Partner must dedicate their full-time efforts to the Noodles & Company restaurant and cannot engage in conflicting business activities. The franchisee must also provide Noodles & Company with copies of any agreements with the Operating Partner.
Noodles & Company, on the other hand, has the right to make discretionary decisions that may affect the franchisee's interests, as long as these decisions are consistent with the franchisee's explicit rights and obligations and are made in good faith. Noodles & Company will balance its own interests against those of all Noodles & Company restaurant owners, without specifically considering any individual franchisee's interests. The franchisee acknowledges that Noodles & Company will not be liable for these decisions unless they are made in bad faith.
Furthermore, the franchisee must conspicuously identify themselves as the owner of their Noodles & Company Restaurant in all dealings and is prohibited from making agreements or representations on behalf of Noodles & Company. Noodles & Company also has the right to reduce the scope of any covenant in the agreement with written notice, and the franchisee must comply with these modifications. Both parties agree that the covenants in the agreement are independent and should be reformed to be enforceable if deemed unreasonable, ensuring Noodles & Company's protection against misuse of confidential information and unfair competition.