Can custom or practice modify the Potbelly Sandwich Works SDAA?
Potbelly_Sandwich_Works Franchise · 2025 FDDAnswer from 2025 FDD Document
This SDAA shall not be modified except by written agreement signed by both parties.
The introduction, personal guarantees, exhibits and riders (if any) to this SDAA are a part of this SDAA, which constitutes the entire agreement of the parties.
Except as otherwise expressly provided herein, there are no other oral or written agreements, understandings, representations or statements between us and you relating to the subject matter of this SDAA that either party may or does rely on or that will have any force or effect, except that nothing in this SDAA shall disclaim or require you to waive reliance on any representation we made in our most recent Franchise Disclosure Document (including that document's exhibits and amendments) delivered to you or your representative.
Source: Item 23 — RECEIPTS (FDD pages 79–355)
What This Means (2025 FDD)
According to Potbelly Sandwich Works's 2025 Franchise Disclosure Document, the Development Area Agreement (SDAA) cannot be modified except through a written agreement signed by both parties. The document explicitly states that the SDAA, along with its exhibits and any personal guarantees, constitutes the entire agreement between Potbelly Sandwich Works and the developer.
This clause aims to provide clarity and prevent disputes arising from alleged verbal agreements or understandings that are not documented in writing. It ensures that all obligations and agreements are clearly defined within the written contract, offering both parties a degree of certainty and protection. This is a common practice in franchising to avoid ambiguity and ensure that both parties are fully aware of their rights and responsibilities.
Prospective Potbelly Sandwich Works developers should pay close attention to this clause, understanding that any changes they wish to make to the SDAA must be formally documented and agreed upon in writing by Potbelly Sandwich Works. Relying on verbal promises or informal agreements could be risky, as they may not be legally enforceable. This provision underscores the importance of carefully reviewing and understanding the entire SDAA before signing, and seeking legal counsel if necessary, to ensure that all terms are acceptable and clearly defined.