If a part of the Noodles & Company agreement is deemed invalid, does that invalidate the entire agreement?
Noodles_Company Franchise · 2025 FDDAnswer from 2025 FDD Document
- 7.04 Independent Covenant. The parties agree that each of the foregoing covenants shall be construed as independent of any other covenant or provision of this Agreement. If all or any portion of a covenant is held unreasonable or unenforceable by a court or agency having valid jurisdiction, the parties desire the court to reform the covenant to render the covenant enforceable, but only to the extent required to render the covenant enforceable, so that Noodles & Company may obtain the greatest possible level of protection from the misuse of Confidential Information, the diversion of customers, the solicitation of its employees and unfair competition; and in such event, you expressly agree to be bound by any lesser covenant subsumed within the terms of such covenant that imposes the maximum duty permitted by law, as if the resulting covenant were separately state in and made a part of this Agreement.
- 7.05 Reduction in Scope. You understand and acknowledge that Noodles & Company shall have the right, in its sole discretion, to reduce the scope of any covenant set forth in this Agreement, or any portion thereof, without your consent, effective immediately upon written notice to you. You shall comply forthwith with any covenant as so modified, which shall be fully enforceable notwithstanding the provisions hereof.
Source: Item 23 — RECEIPT (FDD pages 99–350)
What This Means (2025 FDD)
According to the 2025 Noodles & Company Franchise Disclosure Document, the franchise agreement contains provisions addressing the potential unenforceability of specific covenants. Specifically, if a covenant restricting competitive activity is deemed unenforceable due to its scope, geographical area, the type of business activity prohibited, or the length of time, the agreement does not automatically become invalid. Instead, Noodles & Company and the franchisee agree that the covenant should be reformed by the court to the extent necessary to make it enforceable under applicable law and public policy. This ensures that Noodles & Company can still receive the maximum possible protection against misuse of confidential information, customer diversion, employee solicitation, and unfair competition. The franchisee expressly agrees to be bound by any lesser covenant that imposes the maximum duty permitted by law, as if it were separately stated in the agreement.
This clause aims to preserve the overall agreement by allowing for adjustments to specific provisions rather than invalidating the entire contract. Noodles & Company also has the right to reduce the scope of any covenant in the agreement, or any portion thereof, without the franchisee's consent, effective immediately upon written notice to the franchisee, who must then comply with the modified covenant.
This approach is intended to balance the interests of both the franchisor and franchisee, ensuring that reasonable restrictions are in place to protect the Noodles & Company system while allowing the franchisee to operate their business. Prospective franchisees should understand that these provisions are designed to maintain the enforceability of the agreement to the greatest extent possible, even if certain parts are initially deemed too broad or restrictive.