What is the purpose of the Franchise Documents within the Ancillary Agreements for Potbelly Sandwich Works?
Potbelly_Sandwich_Works Franchise · 2025 FDDAnswer from 2025 FDD Document
Section 3.02 Franchise Documents.
- (a) At the Closing, Seller will deliver to Purchaser and Guarantor a copy of the Potbelly Franchising, LLC. Unit Franchise Agreement, in its current form, for each Shop, including all addenda thereto (collectively, the "Franchise Documents").
- (b) Within seven (7) Business Days following the Closing Date, Seller shall countersign the Franchise Documents delivered by Purchaser and Guarantor at Closing and deliver fully-executed copies thereof to Purchaser.
Source: Item 23 — RECEIPTS (FDD pages 79–355)
What This Means (2025 FDD)
According to Potbelly Sandwich Works' 2025 Franchise Disclosure Document, the Franchise Documents, including all addenda, are copies of the Potbelly Franchising, LLC Unit Franchise Agreement. In the context of an asset purchase agreement, these documents are executed and delivered by the Purchaser and Guarantor to the Seller at the closing. Subsequently, within seven business days after the closing date, the Seller must countersign these Franchise Documents and provide fully-executed copies to the Purchaser. This process ensures that all parties are bound by the terms of the franchise agreement as part of the asset transfer.
For a prospective franchisee, this means that when acquiring an existing Potbelly Sandwich Works shop through an asset purchase, the franchise agreement is formally transferred and acknowledged as part of the transaction. The buyer (Purchaser) and any guarantor must sign the franchise documents at the closing, signifying their commitment to the franchise terms. The seller then finalizes the agreement by countersigning and providing executed copies, completing the transfer process.
This procedure is crucial for maintaining the legal and contractual integrity of the franchise relationship during ownership transitions. It ensures that the new owner is fully aware of and agrees to the obligations and responsibilities of operating a Potbelly Sandwich Works franchise. The timeframe for countersigning (within seven business days) provides a structured process for finalizing the agreement and ensuring a smooth transition of ownership.