Can the Franchise Agreement for Potbelly Sandwich Works be modified, and if so, how?
Potbelly_Sandwich_Works Franchise · 2025 FDDAnswer from 2025 FDD Document
| PROVISION | SECTION IN FRANCHISE OR OTHER AGREEMENT | SUMMARY | |
|---|---|---|---|
| s. | Modification of the agreement | 17.J. of Franchise Agreement; 10.14 of SDAA | No modifications generally except by written agreement signed by both parties, but we may change Operations Manual and System Standards |
| t. | Integration/merger clause | 17.N. of Franchise Agreement; 10.14 of SDAA | Only the Franchise Agreement's and SDAA's terms are binding (subject to state law). Any representations or promises outside of the disclosure document and Franchise Agreement may not be enforceable |
Source: Item 17 — RENEWAL, TERMINATION, TRANSFER, AND DISPUTE RESOLUTION (FDD pages 58–65)
What This Means (2025 FDD)
According to Potbelly Sandwich Works's 2025 Franchise Disclosure Document, the Franchise Agreement can generally only be modified through a written agreement signed by both the franchisor and the franchisee. However, Potbelly Sandwich Works retains the right to unilaterally change the Operations Manual and System Standards. This means that while specific terms of the Franchise Agreement are difficult to alter, the franchisor has the flexibility to update operational procedures and standards.
For a prospective franchisee, this implies that the initial terms agreed upon in the Franchise Agreement are likely to remain constant unless both parties consent to changes in writing. However, franchisees must stay informed about updates to the Operations Manual and System Standards, as these can be modified by Potbelly Sandwich Works without requiring the franchisee's explicit agreement. These modifications could impact how the business is run and what is expected of the franchisee.
It is important for potential franchisees to carefully review the Operations Manual and System Standards, and understand that these are subject to change. Franchisees should also consider the implications of the integration/merger clause, which states that only the terms of the Franchise Agreement and SDAA are binding, and any representations or promises outside of these documents may not be enforceable. This underscores the importance of ensuring all critical agreements are documented within the formal agreements.