How can a party waive compliance with any conditions and covenants of the other party in the Noodles & Company agreement?
Noodles_Company Franchise · 2025 FDDAnswer from 2025 FDD Document
- 11.02 Waiver of Obligations. You and we may, by written instrument, unilaterally waive or reduce any obligation of the other under this Agreement. Any such waiver granted shall be without prejudice to any other rights the waiving party may have, will be subject to continuing review by such party, and may be revoked, in such party's sole discretion, at any time and for any reason, effective upon delivery to the other party of 10 days' prior notice. You and we shall not be deemed to have waived any right reserved by this Agreement or be deemed to have modified this Agreement by virtue of any custom or practice of the parties at variance with it.
Source: Item 23 — RECEIPT (FDD pages 99–350)
What This Means (2025 FDD)
According to the 2025 Noodles & Company Franchise Disclosure Document, both Noodles & Company and the franchisee can waive or reduce obligations under the franchise agreement. This waiver must be documented in a written instrument and can be done unilaterally, meaning one party can grant it without the other's consent.
However, any waiver provided is not indefinite. Noodles & Company retains the right to review the waiver continuously and can revoke it at any time, for any reason, at their sole discretion. To revoke a waiver, the waiving party must provide the other party with 10 days' prior written notice. This ensures that the other party is informed and has time to adjust accordingly.
The franchise agreement also specifies that neither party is deemed to have waived any right simply through custom, practice, or failure to enforce strict compliance. This means that Noodles & Company's leniency or flexibility in one instance does not set a precedent or permanently alter the terms of the agreement. They can still enforce all rights in the future, unless a formal written waiver is in place.