Are there any representations made in the Noodles & Company franchise disclosure document that the Franchise Agreement intends to disclaim?
Noodles_Company Franchise · 2025 FDDAnswer from 2025 FDD Document
| s. Modification of the agreement | Sections 10.01 and 20.05 | Generally, no modification except by written agreement signed by both parties. However, the Noodles & Company Operations Manual and the System are subject to change by us. We can increase the total aggregate amount of advertising and marketing fund we can require you to pay (currently a maximum of 5.5% of Net Royalty Sales) if 66.0% of the then existing Noodles & Company restaurants vote to approve such an increase. |
|---|---|---|
| t. Integration/merger clause | Section 20.05 | Only terms of Franchise Agreement |
| and other related written agreements | ||
| are binding (subject to applicable state | ||
| law). No other representations or | ||
| promises will be binding. Nothing in | ||
| the Franchise Agreement or in any | ||
| other related written agreement is | ||
| intended to disclaim representations | ||
| made in this franchise disclosure | ||
| document. |
Source: Item 17 — RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION (FDD pages 63–83)
What This Means (2025 FDD)
According to Noodles & Company's 2025 Franchise Disclosure Document, the Franchise Agreement does not intend to disclaim representations made in the franchise disclosure document. The integration/merger clause in the Franchise Agreement specifies that only the terms of the Franchise Agreement and other related written agreements are binding, subject to applicable state law. This means that any promises or representations made outside of these documents are not binding on Noodles & Company. However, the document explicitly states that nothing in the Franchise Agreement or related written agreements is intended to disclaim the representations made in the franchise disclosure document itself.
This clause is designed to provide clarity and protect both the franchisor and the franchisee. It ensures that the franchisee cannot claim reliance on verbal promises or understandings that are not documented in the Franchise Agreement or related documents. At the same time, it confirms that Noodles & Company stands by the information presented in its Franchise Disclosure Document, which franchisees rely on when making their investment decision.
For a prospective Noodles & Company franchisee, this means that the information contained in the 2025 Franchise Disclosure Document is considered a valid and reliable source of information. Franchisees should carefully review the FDD and ensure that all important representations are also reflected in the Franchise Agreement or other written agreements to avoid any misunderstandings or disputes later on.