Which sections of the Area Development Agreement for Noodles & Company are modified by the Addendum?
Noodles_Company Franchise · 2025 FDDAnswer from 2025 FDD Document
IONAL DISCLOSURES REQUIRED BY THE STATE OF RHODE ISLAND**
Item 17, Additional Disclosure. The following statement is added to Item 17:
Section 19-28.1-14 of the Rhode Island Franchise Investment Act provides that: "A provision in a franchise agreement restricting jurisdiction or venue to a forum outside this state or requiring the application of the laws of another state is void with respect to a claim otherwise enforceable under this Act."
ADDENDUM TO THE NOODLES & COMPANY AREA DEVELOPMENT AGREEMENT REQUIRED FOR RHODE ISLAND FRANCHISEES
| This Addendum to the Noodles & Company Area Development Agreement dated between Noodles & Company and | |
|---|---|
| ("Area Operator") is entered into simultaneously with the execution of the Area | |
| Development Agreement. | |
| 1. | |
| The provisions of this Addendum form an integral part of, and are incorporated | |
| into the Area Development Agreement. This Addendum is being executed because: (A) | |
| the offer or sale of a franchise to Area Operator was made in the State of Rhode Island; | |
| (B) Area Operator is a resident of the State of Rhode Island; and/or (C) part or all of the | |
| Development Area is located in the State of Rhode Island. | |
| 2. | |
| The following sentence is added to Sections 10.01 and 10.04: | |
| Section 19-28.1-14 of the Rhode Island Franchise Investment Act provides that: | |
| "A provision in a franchise agreement restricting jurisdiction or venue to a forum outside | |
| this state or requiring the application of the laws of another state is void with respect to a | |
| claim otherwise enforceable under this Act." | |
| 3. | |
| The provisions of this Addendum will be effective only to the extent that the | |
| jurisdictional requirements of the Rhode Island Franchise Investment Law are met | |
| independently of this Addendum. | |
| 4. | Any capitalized terms that are not defined in this Addendum shall have the |
| meaning given them in the Area Development Agreement. | |
| 5. | Except as expressly modified by this Addendum, the Area Development |
| Agreement remains unmodified and in full force and effect. | |
| ATTEST: | NOODLES & COMPANY: |
| By: | By: |
| Print Name: | Print Name: |
| Title: | Title: Date: |
| ATTEST/WITNESS: | AREA OPERATOR: Date: |
ADDENDUM TO THE NOODLES & COMPANY FRANCHISE AGREEMENT REQUIRED FOR RHODE ISLAND FRANCHISEES
___________________________________ ______________________
| Date: |
ADDENDA REQUIRED BY VIRGINIA
ADDITIONAL DISCLOSURES REQUIRED BY THE COMMONWEALTH OF VIRGINIA
Pursuant to subsections D and E of Rule 21 VAC 5-110-55, and in recognition of the restrictions contained in Section 13.1-564 of the Virginia Retail Franchising Act, the Franchise Disclosure Document for Noodles & Company shall be amended as follows:
1. Additional Disclosures for Item 17.h. The following statements are added to Item 17.h.:
Pursuant to Section 13.1-564 of the Virginia Retail Franchising Act, it is unlawful for a franchisor to cancel a franchise without reasonable cause. If any grounds for default or termination stated in the Franchise Agreement do not constitute "reasonable cause," as that term may be defined in the Virginia Retail Franchising Act or the laws of Virginia, that provision may not be enforceable.
Pursuant to Section 13.1-564 of the Virginia Retail Franchising Act, it is unlawful for a franchisor to use undue influence to induce a franchisee to surrender any right given to him under the franchise. If any provision of the Franchise Agreement involves the use of undue influence by the franchisor to induce a franchisee to surrender any rights given to him under the franchise, that provision may not be enforceable.
- The following paragraph 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.
EXHIBIT H TO THE FRANCHISE DISCLOSURE DOCUMENT FORM OF IT SUPPORT SERVICES AGREEMENT
IT SUPPORT SERVICES AGREEMENT
This IT SUPPORT SERVICES AGREEMENT ("Agreement") is effective as of [ ], 20[ ] (the "Effective Date"), by and between Noodles & Company, a Delaware corporation having offices at 520 Zang Street, Suite D, Broomfield, CO 80021 ("Company"), and [Franchisee name], a [state/entity type] having offices at [Franchisee address] ("Franchisee"). Company and Franchisee sometimes are individually each referred to as a "Party," and collectively referred to herein as the "Parties."
WHEREAS, Company and Franchisee are parties to one or more Franchise Agreements ("Franchise Agreements"), pursuant to which Franchisee operates one or more Noodles & Company restaurants;
WHEREAS, Company offers certain restaurant technology support services to its franchisees; and
WHEREAS, Franchisee desires Company to perform such Services for Franchisee's internal business operations on the terms and conditions set forth in this Agreement.
NOW THEREFORE, in consideration of the covenants, terms and conditions set forth in this Agreement, the Parties agree as follows:
-
- Term. Unless earlier terminated as set forth in this Agreement, the term of this Agreement commences on the Effective Date and continues until each Franchise Agreement has expired or been terminated. Each calendar year during the term is referred to as a "Contract Year."
-
- Services. Subject to Franchisee's compliance with this Agreement and the Area Development Agreement, Company shall use commercially reasonable efforts to provide to Franchisee the services described in Schedule A (the "Services").
Source: Item 22 — CONTRACTS (FDD pages 98–99)
What This Means (2025 FDD)
According to the 2025 Noodles & Company Franchise Disclosure Document, the specific sections of the Area Development Agreement that are modified by the addendum depend on the state where the Area Operator is located. For Minnesota franchisees, Section 6.07(c) is deleted and replaced, and a sentence is added to the end of Sections 3.02 and 7.02(g), as well as Section 8. For Maryland franchisees, language is added to the end of Section 2.01, a sentence is added to the end of Sections 3.02 and 7.02(g), Section 10.01, Sections 10.05(b) and 11.03, and Section 11. For Rhode Island franchisees, a sentence is added to Sections 10.01 and 10.04.
These modifications address specific legal requirements within those states, particularly concerning liability releases, termination notices, and jurisdictional issues. For example, the Minnesota addendum ensures compliance with Minnesota Statute § 80C.14 regarding termination and non-renewal notices, requiring Noodles & Company to provide a Area Operator with 90 days' notice of termination (with 60 days to cure) and 180 days' notice for non-renewal in certain cases. The Maryland addendum addresses the deferral of development fees and stipulations regarding claims under the Maryland Franchise Registration and Disclosure Law.
Prospective Noodles & Company area developers should carefully review the addendum specific to their state to understand how the Area Development Agreement is modified. These modifications can impact their rights and obligations, particularly concerning legal recourse and financial responsibilities. It is important to note that except for these expressly modified sections, the Area Development Agreement remains in full force and effect, meaning all other provisions of the original agreement still apply.