For a Noodles & Company franchise, what is the exclusive remedy for any breach of representation, warranty, covenant, obligation, or other provision of the agreement, as stated in Article XII?
Noodles_Company Franchise · 2025 FDDAnswer from 2025 FDD Document
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.
If your right to develop Noodles & Company restaurants expires, is terminated in accordance with this Agreement or is otherwise terminated, we shall have the right thereafter to develop and operate, or to allow others to develop and operate, Noodles & Company restaurants, and to use, and to allow others to use, the Marks and the System in the Development Area, subject to such protection granted via the Protected Area as may be granted pursuant to previously executed Franchise Agreements executed pursuant hereto.
Notwithstanding any other term or condition of this Section 2.03, you shall not be deemed to be in breach of this Section 2.03 or the Development Schedule set forth in Exhibit A if your failure to timely open the requisite number of Noodles & Company restaurants results solely from substantial and significant weather delays, fires or other natural disasters not exceeding 20 days in the aggregate for all such delays; any delay resulting from any of such causes shall extend performance only as mutually agreed upon by the parties, but in any event not to exceed in the aggregate 20 days during the Term of this Agreement and the Franchise Agreement.
Source: Item 23 — RECEIPT (FDD pages 99–350)
What This Means (2025 FDD)
According to the 2025 Noodles & Company Franchise Disclosure Document, the exclusive remedy for the failure to meet the Development Schedule is the right to terminate the agreement, except as provided in Section 3.04(e). The Development Schedule requires the franchisee to open and operate a cumulative number of Noodles & Company restaurants in the Development Area by specific dates, as outlined in Exhibit A of the Franchise Agreement.
Time is of the essence in the agreement, meaning that adhering to the Development Schedule is critical. A material breach occurs if the franchisee fails to develop and operate restaurants according to the schedule, on accepted sites, in accordance with Noodles & Company's current design, construction, and equipment specifications, consistent with the accepted plans for the site, and in accordance with the System.
However, the franchisee will not be considered in breach if the failure to open restaurants on time results solely from substantial and significant weather delays, fires, or other natural disasters, provided these delays do not exceed 20 days in the aggregate. In such cases, the performance period will be extended only as mutually agreed upon by both parties, but in any event, the extension will not exceed 20 days during the term of the agreement.