Which sections of the Noodles & Company agreement survive termination of the agreement?
Noodles_Company Franchise · 2025 FDDAnswer from 2025 FDD Document
egistrar and all listing agencies, upon the termination or expiration hereof, of the termination of Area Operator's right to use any domain name, web page and other Internet devise associated with Noodles & Company or the Restaurant, and authorize and instruct their cancellation or transfer to Noodles & Company, as directed by us. Area
Operator is not entitled to any compensation from us if we exercise our said rights or options. For the avoidance of doubt, nothing in this Section 16 shall be deemed to permit Area Operator to use the Marks, or any of them in whole or in part, in connection with the Internet, except with our prior written consent as provided in this Agreement.
- 16.02 Survival of Obligations. Termination or expiration shall be without prejudice to any other rights or remedies that Noodles & Company or Area Operator, as the case may be, shall have in law or in equity, including, without limitation, the right to recover benefit of the bargain damages. In no event shall a termination or expiration of this Agreement affect Area Operator's obligations to take or abstain from taking any action in accordance with this Agreement. The provisions of this Agreement which constitute posttermination covenants and agreements including the parties' obligation to arbitrate any and all disputes shall survive the termination or expiration of this Agreement. Area Operator shall provide us written confirmation that it has complied with all aspects of Section 16 and will continue to comply with such provisions within 30 days of the effective date of the termination.
- 16.03 No Ownership of Marks. Area Operator acknowledges and agrees that rights in and to Noodles & Company's Marks and the use thereof shall be and remain our property.
- 16.04 Government Filings. In the event Area Operator has registered any of Noodles & Company's Marks or the name Noodles & Company as part of Area Operator's assumed, fictitious or corporate name, Area Operator shall promptly amend such registration to delete Noodles & Company's Marks and any confusingly similar marks or names therefrom.
- 16.05 Post-Term Covenants. Without limiting the generality of Section 16.02, the Post-Term covenants provided in Section 7.03 of this Agreement shall apply up on the expiration or termination of this Agreement.
17. SUCCESSOR FRANCHISE RIGHTS.
- 17.01 Your Right To Renewal. You will have an option to renew your Franchise Agreement for the Noodles & Company Restaurant you operate at the Premises after the Initial Term for two Renewal Terms of 10 years each, subject to the following conditions:
- (i).
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 agreements survive the termination or expiration of the Area Operator Agreement. These include the obligation to take or abstain from taking certain actions, post-termination covenants, and the agreement to arbitrate disputes. Noodles & Company also retains its rights to recover damages. The Area Operator must provide written confirmation of compliance with these post-termination obligations within 30 days of termination.
The Area Operator acknowledges that Noodles & Company retains ownership of its marks, and the Area Operator must remove Noodles & Company's marks from any registrations or names they have made. Post-term covenants, as detailed in Section 7.03 of the agreement, also remain in effect after termination. All obligations under the agreement that expressly or by their nature are meant to survive termination will continue until fully satisfied or expired. Post-term covenants outlined in Section 6.03 of the agreement also apply after termination or expiration.
Furthermore, the obligation to pay the Franchise Fee for restaurants that were required to be open prior to termination of the Area Operator Agreement will survive termination. These clauses ensure that certain responsibilities and protections remain in place even after the formal agreement ends, safeguarding Noodles & Company's interests and ensuring a smooth transition. The franchisee should carefully review these sections to understand their ongoing obligations.