In the Noodles & Company franchise agreement, is time considered of the essence?
Noodles_Company Franchise · 2025 FDDAnswer from 2025 FDD Document
r products and services using different trademarks than those licensed to you.
- (v) We reserve the right to produce, license, manufacture, sell, distribute and market Noodles & Company brand named products, and products bearing other marks, including food and beverage products, clothing, souvenirs, and novelty items through any channel of distribution, including, for example, grocery stores, supermarkets, convenience stores, caterers, and gas stations.
- (vi) We reserve the right to purchase or be purchased by, or merge or combine with, competing businesses wherever located.
- 2.03 Development Obligations. You must have open and operating continuously in the Development Area in accordance with and pursuant to Franchise Agreements, that cumulative number of Noodles & Company restaurants set forth in Exhibit A by the corresponding dates set forth therein ("Development Schedule"). Time is of the essence in this Agreement. In the event you fail to develop and operate Noodles & Company restaurants (i) in accordance with the Development Schedule; (ii) on an accepted site; (iii) in accordance with our then current design, construction, and equipment specifications; (iv) consistent with the plans accepted for said site; and (v) in accordance with the System, you would be in material breach of this Agreement; however, except as provided in Section 3.04(e), our right to terminate this Agreement shall be our exclusive remedy for your failure to meet the Development Schedule.
Source: Item 23 — RECEIPT (FDD pages 99–350)
What This Means (2025 FDD)
According to the 2025 Noodles & Company Franchise Disclosure Document, time is indeed considered "of the essence" in the franchise agreement. This means that strict adherence to the timelines and schedules outlined in the agreement is critically important.
Specifically, franchisees must open and operate the agreed-upon number of Noodles & Company restaurants within their development area according to the dates specified in Exhibit A, referred to as the "Development Schedule." Failure to meet this schedule, or to adhere to design, construction, and equipment specifications, can result in a material breach of the agreement.
However, the agreement does provide some leeway. Delays caused by significant weather events, fires, or other natural disasters, up to a total of 20 days, will not be considered a breach, and the performance timeline may be extended by mutual agreement, though not exceeding 20 days in total. While Noodles & Company's exclusive remedy for failing to meet the Development Schedule is termination, it underscores the importance of meeting deadlines and operating according to the System standards.