In the event of death or disability, how long does the representative have to transfer the Noodles & Company agreement?
Noodles_Company Franchise · 2025 FDDAnswer from 2025 FDD Document
liability company which conducts no business other than the Noodles & Company Restaurant (and other Noodles & Company Restaurants under franchise agreements granted by us), and of which you own and control all of the equity and voting power of all issued and outstanding capital stock. None of the foregoing assignments shall relieve you or your Owners of your respective obligations hereunder, and you and your Owners remain jointly and severally liable for all obligations hereunder. We will also permit transfers among partners so long as the transfer is to a prior existing partner that was previously approved by us and who meets our then-current requirements for Area Operators.
14.05 Death or Disability of Area Operator.
(a) Upon your death or permanent disability, or the death or permanent disability of the Operating Partner or an Owner of a controlling interest in Area Operator, if we do not exercise our right of first refusal, the executor, administrator or other personal representative of such person shall transfer his interest in this Agreement or his interest in Area Operator to a third party approved by us in accordance with all of the applicable provisions of Section 14 within a reasonable period of time, not to exceed six months from the date of death or permanent disability. We agree not to exercise our right of first refusal in the case of death or disability if the proposed purchaser or transferee is a family member who meets our then-current requirements for Area Operators or is a prior existing partner that was previously approved by us and who meets our thencurrent requirements for Area Operators.
(b) In order to prevent any interruption in the operation of the Restaurant and any injury to the goodwill and reputation which would cause harm to the Restaurant, you authorize us, and we shall have the right, but not the obligation, to operate the Restaurant for so long as we deem necessary and practical, and without waiver of any other rights or remedies we may have under this Agreement, in the event that: (i) you (if you are an individual) or your Operating Partner are absent or incapacitated by reason of illness or death and that you are not, in our sole judgment, able to perform under this Agreement; or (ii) any allegation or claim is made against the Restaurant, you or the Operating Partner involving or relating to any fraudulent or deceptive practice. In the event that we install a support manager to operate the Restaurant, we, at our option, shall not be obligated to operate it for a period more than 90 days. All revenues from the operation of the Restaurant during such period of operation by us shall be kept in a separate account and the expenses of the Restaurant, including Royalty Fees, marketing and advertising contributions, compensation and expenses for our representative, shall be charged to said account. If the revenues are not sufficient to cover these expenses, you will pay us on demand, and we may Sweep the account in Section 6.04 to obtain payment of, the amount necessary to pay these expenses in full. If we elect to temporarily operate the Restaurant on your behalf, you herby do and further agree to indemnify and hold us harmless from any and all claims arising from our acts and omissions.
14.06 Noodles & Company's Right of First Refusal.
Source: Item 23 — RECEIPT (FDD pages 99–350)
What This Means (2025 FDD)
According to Noodles & Company's 2025 Franchise Disclosure Document, in the event of death or permanent disability of the Area Operator, Operating Partner, or an Owner with a controlling interest, the executor, administrator, or personal representative has a "reasonable period of time, not to exceed six months from the date of death or permanent disability" to transfer the interest in the Agreement or Area Operator to a third party approved by Noodles & Company. This transfer must align with the applicable provisions outlined in Section 7 or 14 of the agreement, depending on whether it is a Development Rights Agreement or an Area Operator Agreement.
Noodles & Company agrees not to exercise their right of first refusal if the proposed purchaser or transferee is a family member who meets the then-current requirements for Area Operators and Franchisees or is a prior existing partner that was previously approved by them and who meets their then-current requirements for Area Operators and Franchisees.
Additionally, if an Area Operator who is an individual dies or becomes legally incapacitated, Noodles & Company allows up to six months for the Heirs to either enter into a new Franchise Agreement based on Noodles & Company's current agreement (without franchise or transfer fees) if the Heirs meet Noodles & Company's standards, or to sell the franchise to an entity approved by Noodles & Company if the Heirs do not meet the standards. This same allowance is provided upon the death or legal incapacitation of an Owner of Area Operator directly or indirectly owning 50% or more of the equity or voting power of Area Operator.