Under what basis can Noodles & Company disapprove the material terms of a Noodles & Company franchise transfer?

According to the 2025 Noodles & Company Franchise Disclosure Document, Noodles & Company can disapprove the material terms and conditions of a franchise transfer if they are deemed too burdensome. Specifically, Noodles & Company must not have disapproved the material terms and conditions of such Transfer (including the price and terms of payment and the amount to be financed by the transferee in connection with such transfer) on the basis that they are so burdensome as to be likely, in their reasonable judgment, to adversely affect the transferee's operation of your Noodles & Company Restaurant or its compliance with its franchise agreements and any other agreements being transferred.

This means that if the financial terms of the transfer, such as the price, payment schedule, or financing arrangements, are structured in a way that Noodles & Company believes would negatively impact the new franchisee's ability to run the restaurant successfully or meet their obligations under the franchise agreement, they can reject the transfer. This provision protects Noodles & Company's brand and ensures that new franchisees are set up for success.

For a prospective franchisee, this highlights the importance of structuring any transfer agreement with reasonable financial terms that do not place an undue burden on the buyer. It also emphasizes that Noodles & Company has a vested interest in the financial viability of its franchisees and will scrutinize transfer agreements to ensure they align with this interest. A potential seller should be prepared to justify the financial terms of the transfer and demonstrate that they are fair and reasonable to avoid disapproval from Noodles & Company.