Does the Guarantor of a Noodles & Company Buyer have the right to counterclaim or set-off?

According to the 2025 Noodles & Company Franchise Disclosure Document, a franchisee expressly agrees that any claims they may have against Noodles & Company do not constitute a defense against the enforcement of the covenants in Section 7 of the agreement. This includes the guarantor of the buyer. This means that even if a franchisee or their guarantor believes Noodles & Company owes them money or has breached the agreement, they cannot use these claims as a reason to avoid complying with the non-compete and confidentiality obligations outlined in Section 7.

This clause is significant because it protects Noodles & Company's interests by ensuring that franchisees and their guarantors fulfill their contractual obligations, particularly regarding non-competition and confidentiality, regardless of any disputes they may have with the company. It prevents franchisees from using alleged grievances as leverage to circumvent these critical provisions.

For a prospective Noodles & Company franchisee, this provision highlights the importance of understanding and complying with all aspects of the franchise agreement, especially the covenants in Section 7. It also underscores the need to resolve any disputes with Noodles & Company through appropriate legal channels without disrupting the franchisee's obligations under the agreement. The franchisee should seek legal counsel to fully understand the implications of this clause before signing the agreement.