Can a party waive inaccuracies in representations or warranties made by the other party in the Noodles & Company agreement?

According to Noodles & Company's 2025 Franchise Disclosure Document, both Noodles & Company and the franchisee can waive obligations under the franchise agreement, but the document does not specifically address waiving inaccuracies in representations or warranties. However, the FDD does state that the parties may, by written instrument, unilaterally waive or reduce any obligation of the other under the 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.

This clause indicates that either party can choose to not enforce certain requirements or reduce the extent of an obligation initially placed on the other party. The waiver must be documented in writing to be valid. This provides flexibility in the relationship, allowing for adjustments based on specific circumstances that may arise during the franchise term. However, the waiving party retains the right to reverse the waiver with only 10 days' notice, ensuring that they are not permanently bound by their decision.

It is important to note that the waiver does not permanently alter the agreement. The waiving party can reinstate the original obligation with a 10-day notice. This could create some uncertainty for the party whose obligation is being waived, as they need to be prepared to resume full compliance on short notice. A prospective franchisee should seek clarification from Noodles & Company regarding specific instances where such waivers have been granted and revoked in the past to fully understand the implications.