Under what conditions can Noodles & Company terminate the agreement due to changes in laws or regulations?
Noodles_Company Franchise · 2025 FDDAnswer from 2025 FDD Document
- 15.05 Notice Required By Law.
Notwithstanding anything to the contrary contained in this Section 15, in the event any valid, applicable law of a competent Governmental Authority having jurisdiction over this Agreement and the parties hereto shall limit Noodles & Company's rights of termination hereunder or shall require longer notice periods than those set forth above, this Agreement shall be deemed amended to conform to the minimum notice periods or restrictions upon termination required by such laws and regulations.
Noodles & Company shall not, however, be precluded from contesting the validity, enforceability, or application of such laws or regulations in any action, arbitration, hearing or dispute relating to this Agreement or the termination thereof.
- (l) we do not determine that any applicable federal or state statute, regulation, rule or law which is enacted, promulgated or amended after the date hereof, may have a material adverse effect on our rights, remedies or discretion with respect to our relationship with the proposed transferee;
Source: Item 23 — RECEIPT (FDD pages 99–350)
What This Means (2025 FDD)
According to Noodles & Company's 2025 Franchise Disclosure Document, the franchise agreement can be affected by changes in laws or regulations. Specifically, if any valid law from a competent governmental authority limits Noodles & Company's termination rights or requires longer notice periods, the agreement will be amended to conform to those minimum requirements. This means that the standard termination clauses in the franchise agreement may be superseded by legal requirements.
However, Noodles & Company retains the right to contest the validity, enforceability, or application of such laws or regulations in any legal action, arbitration, hearing, or dispute related to the agreement or its termination. This protects Noodles & Company's ability to challenge laws they believe are unfairly impacting their rights under the agreement.
Additionally, Noodles & Company can disapprove a transfer of the franchise if any federal or state statute, regulation, rule, or law enacted, promulgated, or amended after the date of the agreement may have a material adverse effect on their rights, remedies, or discretion with respect to their relationship with the proposed transferee. This provision ensures that changes in laws do not force Noodles & Company to accept a franchisee transfer that could negatively impact their interests.