What are the requirements for a valid waiver or modification of the Noodles & Company Area Development Agreement?
Noodles_Company Franchise · 2025 FDDAnswer from 2025 FDD Document
ADDITIONAL DISCLOSURES REQUIRED BY THE STATE OF MINNESOTA
1. Notice of Termination. The following statement is added to Item 17:
With respect to franchises governed by Minnesota law, Noodles & Company will comply with Minnesota Statute § 80C.14, subdivisions 3, 4, and 5, which require, except in certain specified cases, that a Area Operator be given 90 days notice of termination (with 60 days to cure) and 180 days notice for non-renewal of the franchise agreements.
2. Choice of Forum and Law. The following statement is added to the state cover page and Item 17:
Minnesota Statute § 80C.21 and Minnesota Rule 2860.4400J prohibit us from requiring litigation to be conducted outside Minnesota. In addition, nothing in the disclosure document or agreements can abrogate or reduce any of your rights as provided for in Minnesota Statutes, Chapter 80C, or your rights to any procedure, forum, or remedies provided for by the laws of the jurisdiction.
3. General Release. The following statement is added to Item 17:
Minnesota Rule 2860.4400D prohibits us from requiring you to assent to a release, assignment, novation, or waiver that would relieve any person from liability imposed by Minnesota Statute §§ 80C.01 - 80C.22.
4. Waiver of Right to Jury Trial. The following statement is added to Item 17:
Minnesota Rule 2860.4400J, among other things, prohibits us from requiring you to waive your rights to a jury trial.
5. The following statement is added to the end of Item 17 of the Franchise Disclosure Document:
No statement, questionnaire, or acknowledgement signed or agreed to by you in connection with the commencement of the franchise relationship shall have the effect of (i) waiving any claims under any applicable state franchise law, including fraud in the inducement, or (ii) disclaiming reliance on any statement made by us, any franchise seller, or any other person acting on our behalf. This provision supersedes any other term of any document executed in connection with the franchise.
ADDENDUM TO THE NOODLES & COMPANY AREA DEVELOPMENT AGREEMENT REQUIRED FOR MINNESOTA FRANCHISEES
Source: Item 22 — CONTRACTS (FDD pages 98–99)
What This Means (2025 FDD)
According to the 2025 Noodles & Company Franchise Disclosure Document, the requirements for a valid waiver or modification to the Area Development Agreement depend on the franchisee's location. For instance, Minnesota, Maryland, and North Dakota have specific addenda that address waivers, releases, and modifications to protect franchisees' rights under their respective state laws. These addenda often state that certain provisions in the agreement do not act as a waiver of liability or rights under state franchise laws.
For Minnesota franchisees, the FDD states that Noodles & Company must comply with Minnesota Statute § 80C.14, subdivisions 3, 4, and 5 regarding termination and non-renewal notices. Additionally, Minnesota Rule 2860.4400D prohibits Noodles & Company from requiring franchisees to agree to a release, assignment, novation, or waiver that would relieve any person from liability imposed by Minnesota Statute §§ 80C.01 - 80C.22. Similarly, Minnesota Rule 2860.4400J prohibits Noodles & Company from requiring franchisees to waive their rights to a jury trial.
For Maryland franchisees, any provision requiring them to sign a general release of claims against Noodles & Company does not release any claim they may have under the Maryland Franchise Registration and Disclosure Law. Furthermore, Section 14-226 of the Maryland Franchise Registration and Disclosure Law prohibits Noodles & Company from requiring a prospective area operator to assent to any release, estoppel, or waiver of liability as a condition of purchasing a franchise. For North Dakota franchisees, covenants not to compete are generally considered unenforceable, and any provision requiring franchisees to consent to the jurisdiction of courts outside North Dakota or to the application of laws of a state other than North Dakota is void.
Prospective franchisees should carefully review the addendum specific to their state of residence or the location of their development area to understand the specific protections and restrictions on waivers or modifications to the Area Development Agreement. It is also important to consult with a legal professional to ensure full comprehension of their rights and obligations under the franchise agreement and applicable state laws.