What evidence must a Noodles & Company franchisee deliver to the franchisor to demonstrate that the execution, delivery, and performance of the Franchise Agreement have been duly authorized?

According to Noodles & Company's 2025 Franchise Disclosure Document, a franchisee must deliver a Secretary/Clerk's Certificate or attestation, or other evidence satisfactory to Noodles & Company, to demonstrate that the execution, delivery, and performance of the Franchise Agreement and all other related agreements have been duly authorized. This requirement applies to the initial Franchise Agreement, each subsequent Franchise Agreement as it is executed, and all ancillary documents. This evidence must demonstrate that all necessary actions have been taken by the franchisee's corporation, partnership, limited liability company, or other legal entity, as applicable.

This provision ensures that Noodles & Company is dealing with a properly authorized entity and that the agreements are legally binding. The franchisee must provide documentation that confirms the entity is in good standing and has the legal authority to enter into the franchise agreement. The flexibility of "other evidence satisfactory" allows for different forms of legal entities and varying state requirements, but ultimately the burden is on the franchisee to provide sufficient proof of authorization to Noodles & Company's satisfaction.

For a prospective Noodles & Company franchisee, this means understanding the organizational and documentary requirements for their business entity. They should consult with legal counsel to ensure they can provide the necessary certification or attestation. Failure to provide this evidence could delay or prevent the execution of the Franchise Agreement. Franchisees should also be aware that they may not change the form of their entity without written consent from Noodles & Company.