Can Potbelly Sandwich Works assign its right of first refusal to a third party?

According to Potbelly Sandwich Works's 2025 Franchise Disclosure Document, Potbelly Sandwich Works has the unrestricted right to assign its right of first refusal to a third party. This means that if a franchisee or their owners decide to sell their interest in the franchise agreement, the Shop, or an ownership interest in the franchisee's entity, Potbelly Sandwich Works can transfer its right to purchase the franchise to another party.

This third party would then have the right to purchase the franchise under the same terms and conditions as the original offer made by a potential buyer. The franchisee must provide Potbelly Sandwich Works with a copy of the bona fide, signed written offer, including payment terms and financing details, along with the transfer fee and an earnest money deposit of at least five percent of the offering price.

This clause gives Potbelly Sandwich Works flexibility in managing franchise transfers. It allows them to either directly oversee the transfer or to allow a third party to handle it. For a franchisee, this means they may be dealing with a different entity than Potbelly Sandwich Works during a potential sale of their franchise. Franchisees should be aware that Potbelly Sandwich Works's decision to assign this right is unrestricted, meaning they do not need the franchisee's consent or input.