How does Potbelly Sandwich Works expect the franchisee to act in their dealings with Potbelly Sandwich Works?
Potbelly_Sandwich_Works Franchise · 2025 FDDAnswer from 2025 FDD Document
als into the following blank to confirm this statement:
- There is no fiduciary or confidential relationship between us and the undersigned or between us and the Franchisee. Each of the undersigned expects us to deal, and will act as if we are dealing, with it, him, or her at arm's length and in our own best interests.
*Insert initials into the following blank to confirm this statement:
- We have advised the undersigned and the Franchisee to consult with their own advisors on the legal, financial, and other aspects of the Franchise Agreement and all other documents signed concurrently with the Franchise Agreement; this document; the Shop; any lease, purchase, or other documents for a site; and the business contemplated. Each of the undersigned has either consulted with such advisors or deliberately declined to do so.
*Insert initials into the following blank to confirm this statement:
- Neither we nor any employee has provided the undersigned or the Franchisee with services or advice that are of a legal, accounting, or other professional nature.
*Insert initials into the following blank to confirm this statement:
- Each of the undersigned confirms that, during its, his, or her investigation of the franchise for the Shop, it, he, or she had no communications with any person who is an officer or director of the Potbelly system except for one or more of the following executives: Robert Wright, Steven Cirulis, Adiya Dixon, Adam Noyes, Jeffrey Douglas, Lynette McKee, David Daniels, Patrick Walsh, Todd Owen, David Bulger, Maureen Distefano and Angelica Lara. If any of the undersigned did have communications with any executive of the Potbelly system other than those whose names appear above, the name of each such officer or director appears on the following lines: (None, unless something is filled-in here)
. For purposes of this representation, an executive does not include a manager or other employee of a corporate-owned Potbelly Shop with whom the
undersigned might have had contact while working at that Shop during the franchise application process.
*Insert initials into the following blank to confirm this statement:
Source: Item 23 — RECEIPTS (FDD pages 79–355)
What This Means (2025 FDD)
According to Potbelly Sandwich Works's 2025 Franchise Disclosure Document, Potbelly Sandwich Works expects franchisees to act as if they are dealing at arm's length and in their own best interests. This means that Potbelly Sandwich Works does not want franchisees to assume there is a fiduciary or confidential relationship between them. Franchisees are expected to protect their own interests during the franchise relationship.
Potbelly Sandwich Works advises franchisees to seek advice from their own legal, financial, and other advisors regarding the Franchise Agreement, related documents, the Shop, and the business. Franchisees must acknowledge that they have either consulted with such advisors or have deliberately chosen not to do so. This acknowledgement emphasizes that franchisees are responsible for their own due diligence and decision-making.
Furthermore, Potbelly Sandwich Works states that neither they nor their employees will provide legal, accounting, or other professional services or advice to the franchisee. This reinforces the expectation that franchisees should rely on their own professional advisors rather than seeking such advice from Potbelly Sandwich Works. The document also clarifies that the franchisee and Potbelly Sandwich Works are independent contractors, and neither party is an agent, joint venturer, partner, or employee of the other. Potbelly Sandwich Works will not exercise direct or indirect control over the Shop's personnel, except to protect the quality of products, service, or the Potbelly brand.