Does taking action pursuant to the Noodles & Company agreement constitute a waiver of compliance with any agreements contained in the agreement?
Noodles_Company Franchise · 2025 FDDAnswer from 2025 FDD Document
20.02 Waiver of Obligations. We and you may by written instrument unilaterally waive or reduce any obligation of the other under this Agreement. Any such waiver granted shall be without prejudice to any other rights the waiving party may have, will be subject to continuing review by such party and may be revoked, in such party's sole discretion, at any time and for any reason, effective upon delivery to the other party of 10 days' prior notice. You and we shall not be deemed to have waived any right reserved by this Agreement or be deemed to have modified this Agreement by virtue of any custom or practice of the parties at variance with it; any failure, refusal or neglect by you or us to exercise any right under this Agreement (except as provided in Section 20.03) or to insist upon exact compliance by the other with its obligations hereunder; any waiver, forbearance, delay, failure or omission by us to exercise any right, whether of the same, similar or different nature, with respect to other Noodles & Company Restaurants; or the acceptance by us of any payments due from you after any breach of this Agreement.
Source: Item 23 — RECEIPT (FDD pages 99–350)
What This Means (2025 FDD)
According to the 2025 Noodles & Company Franchise Disclosure Document, neither Noodles & Company nor the franchisee is deemed to have waived any right reserved by the agreement or modified the agreement due to customs or practices that differ from the agreement. Additionally, a failure to exercise a right or insist on compliance, or any delay or omission in exercising a right, does not constitute a waiver. The acceptance of payments after a breach of the agreement also does not constitute a waiver by Noodles & Company.
Noodles & Company retains the right to review any waiver and can revoke it with 10 days' prior notice. This means that even if Noodles & Company initially overlooks a franchisee's non-compliance, they can later enforce the original terms of the agreement.
This clause protects Noodles & Company's ability to enforce the franchise agreement's provisions, even if they have been lenient or inconsistent in the past. It also clarifies that franchisees cannot claim Noodles & Company has implicitly changed the agreement through their actions or inactions.