Can Noodles & Company reduce the scope of any covenant in the Agreement without my consent?
Noodles_Company Franchise · 2025 FDDAnswer from 2025 FDD Document
- 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.
- 7.06 Offset/Counterclaim. You expressly agree that the existence of any claims you may have against Noodles & Company, whether or not arising from this Agreement,
shall not constitute a defense to the enforcement by Noodles & Company of the covenants in this Section 7.
Source: Item 23 — RECEIPT (FDD pages 99–350)
What This Means (2025 FDD)
According to Noodles & Company's 2025 Franchise Disclosure Document, Noodles & Company has the right to reduce the scope of any covenant in the franchise agreement without the franchisee's consent. This reduction is effective immediately upon written notice to the franchisee, and the franchisee is obligated to comply with the modified covenant.
This provision grants Noodles & Company significant flexibility in adjusting the terms of the agreement during its term. While the franchisor can't unilaterally expand the scope of the covenants, their ability to reduce them could be used to address unforeseen circumstances or to provide relief to franchisees in specific situations.
For a prospective franchisee, this means that the restrictive covenants outlined in the agreement could change over time, potentially becoming less restrictive. While this might seem beneficial, it's important to understand the implications and how such changes could affect the franchisee's rights and obligations. It is advisable to seek legal counsel to fully understand the scope of these covenants and the potential impact of any future modifications.
It is also important to note that the franchisee's claims against Noodles & Company, whether related to the agreement or not, do not constitute a defense against the enforcement of these covenants by Noodles & Company.