Does Potbelly Sandwich Works reserve the right to modify its Branded System?
Potbelly_Sandwich_Works Franchise · 2025 FDDAnswer from 2025 FDD Document
"Branded System" – The distinctive business formats, methods, procedures, signs, designs, layouts, standards, and specifications, and the Marks, all of which we may improve, further develop, or otherwise modify at any time and from time to time.
We and you acknowledge and agree that this SDAA (and the relationship of the parties which arises from this SDAA) grants us the right to make decisions, take actions and/or refrain from taking actions not inconsistent with your explicit rights and obligations hereunder that may affect favorably or adversely your interests. You understand and agree that we may operate and change the Branded System and our business in any manner that is not expressly and specifically prohibited by this SDAA.
2.06 Reservation of Rights. Except as expressly provided in this SDAA with respect to the Development Area, we and all of our Affiliates (and our respective successors and assigns, by purchase, merger, consolidation or otherwise) retain all of our rights and discretion with respect to the Marks, the Branded System and Potbelly Shops anywhere in the world, and the right to engage in any business whatsoever, including the right to: (a) construct, develop and operate, and grant others the right to construct, develop and operate, Potbelly Shops anywhere we want and on any terms and conditions we deem appropriate; (b) offer and sell products and other items identified by the Marks or any other trademarks or service marks to any customers, wherever located or operating, and through any distribution channels (including, but not limited to, the Internet, grocery, specialty, and other retail stores, food trucks, and other points of distribution), wherever located or operating; (c) construct, develop, and operate, and grant to others the right to construct, develop, and operate, any types of stores or other foodservice businesses under any trademarks or service marks anywhere we want and on any terms and conditions we deem appropriate;
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 retains the right to modify its Branded System. The Branded System encompasses the distinctive business formats, methods, procedures, signs, designs, layouts, standards, and specifications, as well as the Marks (trademarks, service marks, and trade dress). Potbelly Sandwich Works explicitly states that it may improve, further develop, or otherwise modify the Branded System at any time.
This reservation of rights allows Potbelly Sandwich Works to adapt its business model, operational procedures, and brand identity as needed. These modifications can be driven by various factors, including changes in consumer preferences, market trends, technological advancements, or strategic business decisions. For a franchisee, this means that the way they operate their Potbelly Sandwich Works shop may evolve over time, and they must be willing to adapt to these changes.
Furthermore, Potbelly Sandwich Works retains all rights and discretion with respect to the Marks, the Branded System, and Potbelly Shops worldwide, including the right to engage in any business whatsoever. This includes the right to construct, develop, and operate Potbelly Shops anywhere they want, offer and sell products through any distribution channels, and even develop other types of foodservice businesses under different trademarks. This broad reservation of rights underscores the franchisor's control over the brand and its strategic direction.
Potbelly Sandwich Works also retains the right to make decisions, take actions, or refrain from taking actions that may affect a franchisee's interests, provided these actions are not inconsistent with the franchisee's explicit rights and obligations under the agreement. This clause emphasizes that Potbelly Sandwich Works may operate and change the Branded System and its business in any manner not expressly prohibited by the agreement, and decisions will be made based on the best interests of the brand and the network of Potbelly Shops, even if those decisions may have adverse effects on individual franchisees.