What is the purpose of the Management Agreement within the Ancillary Agreements for Potbelly Sandwich Works?
Potbelly_Sandwich_Works Franchise · 2025 FDDAnswer from 2025 FDD Document
WHEREAS, Seller desires to transfer, assign and sell to Purchaser, and Purchaser desires to acquire and purchase from Seller, all of Seller's right, title and interest in and to certain of the assets used or to be used exclusively in the operation of the Shops, in each case upon the terms and subject to the conditions set forth in this Agreement and the Ancillary Agreements (except as otherwise indicated, capitalized terms used but not defined in these recitals have the meaning ascribed to such terms in Section 1.01 below or referenced in Section 1.02 below);
WHEREAS, at the Closing, Seller, Purchaser and Guarantor shall enter into separate assignments of lease or subleases pursuant to which Seller shall assign the lease for Leased Real Property to Purchaser or sublease the Leased Real Property to Purchaser, each such assignment and/or sublease in form and substance acceptable to the parties thereto (collectively, the "Assignments" or "Subleases", as applicable);
WHEREAS, in connection with the purchase of the assets described herein, upon the terms and subject to the conditions set forth herein, Purchaser and Guarantor shall execute and deliver to Seller the Franchise Documents at the Closing with respect to the Shops; and
Source: Item 23 — RECEIPTS (FDD pages 79–355)
What This Means (2025 FDD)
Based on the 2025 Franchise Disclosure Document, the excerpts provided discuss several ancillary agreements related to purchasing assets and operating a Potbelly Sandwich Works franchise. However, none of the excerpts explicitly mention a "Management Agreement" or detail its specific purpose within the context of these ancillary agreements.
While the excerpts describe agreements like the Asset Purchase Agreement, Assignments/Subleases, Franchise Documents, and Real Estate Agreements, they do not elaborate on a separate Management Agreement. These listed agreements primarily concern the transfer of assets, leasing of property, and the overall franchise relationship between Potbelly Sandwich Works and the franchisee.
To understand the purpose and contents of any Management Agreement, a prospective franchisee should directly ask Potbelly Sandwich Works for a copy of the agreement and a detailed explanation of its terms. Specifically, they should inquire about the circumstances under which this agreement is used, the obligations it places on both the franchisee and franchisor, and how it interacts with the other ancillary agreements mentioned in the FDD.