Does the Potbelly Sandwich Works SDAA require disclosure of any interest in a Competitive Business?

According to Potbelly Sandwich Works' 2025 Franchise Disclosure Document, the SDAA (Site Development Agreement Addendum) requires franchisees and their owners to disclose any direct or indirect legal or beneficial interest in any business that may be deemed a Competitive Business. This disclosure must be fully and accurately provided in the franchise application submitted to Potbelly Sandwich Works.

This requirement ensures that Potbelly Sandwich Works is aware of any potential conflicts of interest a franchisee may have. By disclosing any involvement in a Competitive Business, the franchisee allows Potbelly Sandwich Works to assess whether this involvement could negatively impact the operation of the Potbelly Sandwich Works franchise or create an unfair competitive advantage.

The franchisee and their owners must warrant that they have not made any untrue statement of any material fact or omitted to state any material fact in obtaining the rights granted under the SDAA. They also warrant that the execution and performance of the SDAA will not violate any other agreement to which they may be bound. This is a standard practice in franchising, as franchisors need to protect their brand and system from potential conflicts of interest and ensure the franchisee is fully committed to the Potbelly Sandwich Works business.

In practical terms, a prospective Potbelly Sandwich Works franchisee needs to carefully review their existing business interests and disclose any that could be considered competitive. Failure to do so could result in a breach of the SDAA and potential legal consequences. This disclosure allows Potbelly Sandwich Works to make an informed decision about awarding a franchise and ensures transparency in the relationship between the franchisor and franchisee.