Is time of the essence in the Noodles & Company agreement?
Noodles_Company Franchise · 2025 FDDAnswer from 2025 FDD Document
s, clothing, souvenirs, and novelty items through any channel of distribution, including, for example, grocery stores, supermarkets, convenience stores, caterers, and gas stations.
- (vi) We reserve the right to purchase or be purchased by, or merge or combine with, competing businesses wherever located.
- 2.03 Development Obligations. You must have open and operating continuously in the Development Area in accordance with and pursuant to Franchise Agreements, that cumulative number of Noodles & Company restaurants set forth in Exhibit A by the corresponding dates set forth therein ("Development Schedule"). Time is of the essence in this Agreement. In the event you fail to develop and operate Noodles & Company restaurants (i) in accordance with the Development Schedule; (ii) on an accepted site; (iii) in accordance with our then current design, construction, and equipment specifications; (iv) consistent with the plans accepted for said site; and (v) in accordance with the System, you would be in material breach of this Agreement; however, except as provided in Section 3.04(e), our right to terminate this Agreement shall be our exclusive remedy for your failure to meet the Development Schedule.
Source: Item 23 — RECEIPT (FDD pages 99–350)
What This Means (2025 FDD)
According to the 2025 Noodles & Company Franchise Disclosure Document, time is indeed of the essence in the franchise agreement. This means that strict adherence to the timelines and schedules outlined in the agreement, particularly the Development Schedule, is critical for franchisees. Failing to meet these deadlines can result in a material breach of the agreement. The Development Schedule, detailed in Exhibit A of the Franchise Agreement, specifies the dates by which Noodles & Company restaurants must be opened and operating within the Development Area.
While the agreement emphasizes the importance of adhering to the Development Schedule, it also provides some leeway for delays caused by specific, unavoidable circumstances. Specifically, delays resulting from substantial weather events, fires, or other natural disasters may be excused, provided that these delays do not exceed 20 days in total. Any extension to the schedule due to these causes requires mutual agreement between Noodles & Company and the franchisee, and in no event can exceed 20 days during the term of the agreement.
It is important to note that if a franchisee fails to meet the Development Schedule or other key obligations, Noodles & Company's exclusive remedy is typically termination of the agreement. If the development rights expire or are terminated, Noodles & Company reserves the right to develop and operate restaurants in the area, or allow others to do so, using the Noodles & Company trademarks and system. Prospective franchisees should carefully review the Development Schedule and consider their ability to meet these deadlines, taking into account potential risks and challenges in their Development Area.