What activities are specifically excluded from the definition of 'Business' related to Potbelly Sandwich Works?
Potbelly_Sandwich_Works Franchise · 2025 FDDAnswer from 2025 FDD Document
- "Business" means the business of owning and using the Assets and operating the Shops, in each case, as conducted by Seller as of the date of this Agreement.
For the avoidance of doubt, "Business" does not include (a) the ownership or use of any assets or properties of Seller or its Affiliates other than the Assets or (b) the operations or conduct of any business activity by Seller or its Affiliates that does not relate exclusively to the Shops (including any business activity that may relate to, support or benefit one or more Shops, on the one hand, and one or more other System Shops, on the other hand).
Source: Item 23 — RECEIPTS (FDD pages 79–355)
What This Means (2025 FDD)
According to the 2025 FDD, the definition of "Business" for Potbelly Sandwich Works specifically excludes certain activities. The "Business" is defined as owning and using assets and operating the Shops as conducted by the seller on the agreement date. However, it does not include the ownership or use of any assets or properties of the seller or its affiliates other than the specified assets.
Furthermore, the definition of "Business" excludes the operations or conduct of any business activity by the seller or its affiliates that does not relate exclusively to the Potbelly Sandwich Works Shops. This exclusion applies even if the business activity may relate to, support, or benefit one or more Shops, on the one hand, and one or more other System Shops, on the other hand.
For a prospective franchisee, this means that the agreement is narrowly focused on the specific Potbelly Sandwich Works shops being transferred. Any other assets or business activities of the seller or its affiliates are explicitly excluded from the scope of the agreement, ensuring clarity on what is being transferred and what remains outside the transaction.