Does Noodles & Company require franchisees to acknowledge they have conducted an independent investigation of the business venture?
Noodles_Company Franchise · 2025 FDDAnswer from 2025 FDD Document
The acknowledgments in clauses (c), (d), and (e) below apply to all franchisees and franchises except not to any franchisees and franchises that are subject to the state franchise registration/disclosure laws in California, Hawaii, Illinois, Indiana, Maryland, Michigan, Minnesota, New York, North Dakota, Rhode Island, South Dakota, Virginia, Washington, and Wisconsin.
(c) You acknowledge that you have conducted an independent investigation of the business venture contemplated by this Agreement and recognize that, like any other business, the nature of the business conducted by a Noodles & Company Restaurant may evolve and change over time; that an investment in a Noodles & Company Restaurant involves business risks; and that your business abilities and efforts are vital to the success of the venture.
- (d) You understand that the restaurant industry is highly competitive, that market conditions evolve and change over time, and that an investment in a Noodles & Company franchise involves business risks.
Source: Item 23 — RECEIPT (FDD pages 99–350)
What This Means (2025 FDD)
According to the 2025 Noodles & Company Franchise Disclosure Document, franchisees, with some exceptions, must acknowledge that they have conducted an independent investigation of the Noodles & Company business venture. Specifically, the FDD states that franchisees acknowledge they recognize that the nature of the business conducted by a Noodles & Company Restaurant may evolve and change over time, that an investment in a Noodles & Company Restaurant involves business risks, and that their business abilities and efforts are vital to the success of the venture.
However, this acknowledgement does not apply to franchisees and franchises that are subject to the state franchise registration/disclosure laws in California, Hawaii, Illinois, Indiana, Maryland, Michigan, Minnesota, New York, North Dakota, Rhode Island, South Dakota, Virginia, Washington, and Wisconsin. This means that if a franchisee is located in one of these states, they are not required to sign this acknowledgement.
This acknowledgement is a standard practice in franchising, as it demonstrates that the franchisee has taken the necessary steps to understand the business and its risks before investing. It also protects Noodles & Company from potential legal claims by franchisees who later claim they were not aware of the risks involved in the business. Prospective franchisees should carefully consider the implications of this acknowledgement and conduct their own thorough due diligence before investing in a Noodles & Company franchise.