What sections of the Noodles & Company agreement survive termination?
Noodles_Company Franchise · 2025 FDDAnswer from 2025 FDD Document
y having jurisdiction over this Agreement and the parties hereto shall limit Noodles & Company's rights of termination hereunder or shall require longer notice periods than those set forth above, this Agreement shall be deemed amended to conform to the minimum notice periods or restrictions upon termination required by such laws and regulations. Noodles & Company shall not, however, be precluded from contesting the validity, enforceability, or application of such laws or regulations in any action, arbitration, hearing or dispute relating to this Agreement or the termination thereof.
9. EFFECT OF TERMINATION AND EXPIRATION.
- 9.01 Continuing Obligations. All obligations under this Agreement, which expressly or by their nature survive the expiration or termination of this Agreement, shall continue in full force and effect until they are satisfied in full or by their nature expire. Expiration or termination of this Agreement does not of itself terminate any Franchise Agreements between us.
- 9.02 Post-Term Covenants. Without limiting the generality of Section 9.01 hereof, the Post-Term covenants provided in Section 6.03 of this Agreement shall apply up on the expiration or termination of this Agreement.
You and each of your Owners expressly acknowledge the possession of skills and abilities of a general nature and other opportunities for exploiting such skills in other ways, so that enforcement of the covenants contained in this Agreement will not deprive any of you of your personal goodwill or ability to earn a living. If you or any of your Owners fail or refuse to abide by any of the foregoing covenants and we obtain enforcement in a judicial or arbitration proceeding, the obligations under the breached
covenant will continue in effect for a period of time ending two years after the date such person starts compliance with the order enforcing the covenant.
10. DISPUTE RESOLUTION.
10.01 Mediation, Jurisdiction and Venue. Except for claims by either party for payments owed by one party to the other and except for claims requesting injunctive relief, any controversy or claim arising out of or relating to this Agreement or the making, interpretation, or performance hereof, shall first be submitted to mediation.
Source: Item 23 — RECEIPT (FDD pages 99–350)
What This Means (2025 FDD)
According to the 2025 Noodles & Company Franchise Disclosure Document, several obligations and rights survive the termination or expiration of the Area Operator Agreement. Specifically, any obligations that are expressly stated to survive or naturally continue beyond the agreement's end remain in effect until fully satisfied or naturally expire.
Post-termination covenants, detailed in Section 6.03 of the agreement, are explicitly applicable upon termination or expiration. These covenants, along with the obligation to arbitrate any disputes, ensure that certain responsibilities and restrictions continue even after the agreement concludes. This includes abiding by the enforcement of covenants, which will continue for two years after the person starts compliance with the order enforcing the covenant.
Additionally, the Area Operator must acknowledge that all rights to Noodles & Company's trademarks remain the property of Noodles & Company. The agreement also specifies that the obligation to take or abstain from taking any action in accordance with the agreement survives termination. This ensures that the Area Operator's actions, even post-termination, align with the stipulations of the original agreement, protecting Noodles & Company's interests and brand integrity.