Does the Potbelly Sandwich Works SDAA allow for unilateral waivers of obligations?
Potbelly_Sandwich_Works Franchise · 2025 FDDAnswer from 2025 FDD Document
10.02 Waiver of Obligations. We and you may by written instrument unilaterally waive or reduce any obligation of the other under this SDAA. Any waiver granted by us shall be without prejudice to any other rights we may have, will be subject to continuing review by us and may be revoked, in our sole discretion, at any time and for any reason, effective upon delivery to you of ten (10) days' prior written notice. You and we shall not be deemed to have waived any right reserved by this SDAA or be deemed to have modified this SDAA by virtue of any custom or practice of the parties at variance with it.
Source: Item 23 — RECEIPTS (FDD pages 79–355)
What This Means (2025 FDD)
According to Potbelly Sandwich Works's 2025 Franchise Disclosure Document, the SDAA (Shop Development Area Agreement) does allow for unilateral waivers of obligations. Specifically, Potbelly Sandwich Works or the franchisee can, through a written instrument, waive or reduce any obligation of the other party under the SDAA.
However, any waiver granted by Potbelly Sandwich Works is subject to certain conditions. It does not prejudice any other rights Potbelly Sandwich Works may have, is subject to continuing review by Potbelly Sandwich Works, and can be revoked at any time, for any reason, at Potbelly Sandwich Works's sole discretion. Potbelly Sandwich Works must provide the franchisee with ten days' prior written notice for the revocation to take effect.
The agreement also clarifies that neither Potbelly Sandwich Works nor the franchisee waives any right reserved by the SDAA or modifies the SDAA through any custom or practice that differs from the agreement's written terms. This provision ensures that all waivers are explicit and documented, preventing implied waivers based on past conduct. This is a fairly common clause in franchise agreements, designed to protect the franchisor's rights and ensure consistent enforcement of the agreement's terms.