How can a party waive compliance with the conditions and covenants of the other party under 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 of the other party under the agreement. This waiver must be documented in a written instrument and can be done unilaterally, meaning one party can decide to waive an obligation without the other party's consent.
However, any waiver granted is not permanent and does not prevent the waiving party from exercising other rights they may have. The waiver is subject to ongoing review and can be revoked at any time, for any reason, at the waiving party's sole discretion. To revoke a waiver, the waiving party must provide the other party with 10 days' prior notice.
The agreement also specifies that neither party is deemed to have waived any right simply through custom, practice, failure to exercise a right, or acceptance of payments after a breach of the agreement. This ensures that Noodles & Company or the franchisee's actions or inactions do not inadvertently result in the loss of their rights under the franchise agreement.