If a provision of the Noodles & Company agreement is deemed invalid, does that affect the validity of the other provisions?
Noodles_Company Franchise · 2025 FDDAnswer from 2025 FDD Document
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.
- 6.05 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 a clause addressing the severability of its provisions. Specifically, each covenant within the agreement is designed to be independent of the others. This means that if a court or agency with jurisdiction deems any part of a covenant unreasonable or unenforceable, the remaining provisions of the agreement will still be valid and enforceable.
Noodles & Company aims to ensure maximum protection against misuse of confidential information, customer diversion, employee solicitation, and unfair competition. To that end, if a covenant is found to be overly broad, the agreement states that the parties desire the court to reform the covenant. The goal of this reformation is to make the covenant enforceable to the greatest extent possible, allowing Noodles & Company to maintain a reasonable level of protection. The franchisee expressly agrees to be bound by any lesser covenant that achieves the maximum duty permitted by law, as if this revised covenant were originally part of the agreement.
Furthermore, Noodles & Company retains the right to reduce the scope of any covenant within the agreement at its sole discretion. This modification becomes effective immediately upon written notice to the franchisee, and the franchisee is obligated to comply with the revised covenant. This right allows Noodles & Company to adapt the agreement to changing circumstances or legal interpretations without requiring the franchisee's consent, potentially impacting the franchisee's operational flexibility and competitive activities.