Does the Potbelly Sandwich Works SDAA require a written instrument for waiving 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, any waiver of obligations under the Shop Development Area Agreement (SDAA) must be documented in writing. Specifically, Potbelly Sandwich Works or the franchisee can unilaterally waive or reduce any obligation of the other party through a written instrument.
For a prospective franchisee, this means that any agreement to reduce or waive obligations by Potbelly Sandwich Works must be formally documented in writing to be valid. This protects the franchisee by ensuring that verbal agreements or understandings are not enforceable. It also allows Potbelly Sandwich Works to maintain control over its waivers, as any waiver granted is subject to continuing review and can be revoked with ten days' prior written notice.
This requirement for written waivers is a fairly standard practice in franchising, as it provides clarity and legal certainty to the franchise relationship. The written notice period of ten days before revocation gives the franchisee time to adjust to the change, which is a reasonable protection. The franchisee should pay close attention to any written waivers and understand that Potbelly Sandwich Works retains the right to revoke them with proper notice.