Does Noodles & Company require franchisees to warrant that the execution of the agreement will not violate any other agreement?
Noodles_Company Franchise · 2025 FDDAnswer from 2025 FDD Document
4.01 Organizational Documents**.** You must be a business corporation, partnership, limited liability company or other legal entity formed for the sole purpose of developing and holding franchises to operate Noodles & Company restaurants. You and each of your Owners represent, warrant and agree that: (a) you are duly organized and validly existing under the laws of the state of your organization, and you are duly qualified to transact business in the state(s) in which the Development Area is located; (b) you have the authority to execute and deliver this Agreement and to perform your obligations hereunder; (c) true and complete copies of the articles of incorporation, partnership agreement, bylaws, subscription agreements, buy-sell agreements, voting trust agreements and all other documents relating to your ownership, organization, capitalization, management, and control have been delivered to us and all amendments thereto shall be promptly delivered to us; (d) your entity's activities are restricted to those necessary solely for the development, ownership, and operation of Noodles & Company restaurants in accordance with this Agreement and in accordance with any other agreements entered into with us or our Affiliate if applicable; (e) the articles of incorporation, partnership agreement, or other organizational documents recite that the issuance, transfer, or pledge of any direct or indirect legal or beneficial ownership interest is restricted by the terms of this Agreement; (f) all certificates representing direct or indirect legal or beneficial ownership interests now or hereafter issued must bear a legend in conformity with applicable law reciting or referring to such restrictions; and (g) you will deliver to us a Secretary/Clerk's Certificate or attestation or other evidence satisfactory to us that the execution, delivery and performance of this Agreement, each Franchise Agreement as it is executed, and all other agreements and ancillary documents contemplated hereby or thereby have been duly authorized by all necessary action by your corporation, partnership, limited liability company, or other legal entity, as applicable.
Source: Item 23 — RECEIPT (FDD pages 99–350)
What This Means (2025 FDD)
According to the 2025 Noodles & Company Franchise Disclosure Document, franchisees must meet certain organizational and legal requirements. Specifically, franchisees must warrant that they have the authority to execute and deliver the franchise agreement and fulfill their obligations under it.
Noodles & Company requires that franchisees be duly organized and validly existing under the laws of their state of organization and be qualified to conduct business in the states where the Development Area is located. Franchisees must provide true and complete copies of all documents relating to their ownership, organization, capitalization, management, and control, including any amendments. The franchisee's business activities must be restricted to those necessary for developing, owning, and operating Noodles & Company restaurants, in accordance with the franchise agreement and any other agreements with Noodles & Company.
Furthermore, the organizational documents must state that the issuance, transfer, or pledge of any direct or indirect ownership interest is restricted by the terms of the agreement. All ownership certificates must bear a legend referring to these restrictions. Franchisees must also provide a Secretary/Clerk's Certificate or other satisfactory evidence that the execution, delivery, and performance of the agreement have been duly authorized by the franchisee's legal entity. These measures ensure that the franchisee is legally capable and authorized to enter into and perform the franchise agreement, reducing potential legal complications for both the franchisee and Noodles & Company.