Under what conditions is the Potbelly Sandwich Works Rider being signed?
Potbelly_Sandwich_Works Franchise · 2025 FDDAnswer from 2025 FDD Document
| This Rider (the "Rider") is made and entered into as of the day of, 20 (the "Effective Date") (regardless of the dates of the parties' signatures) by and between POTBELLY FRANCHISING, LLC, an Illinois limited liability company with its principal business address at 500 West Madison Street, Suite 1000, Chicago, Illinois 60661 ("we," "us," or "our"), and , whose principal business address is ("you" or "your"). |
|---|
| 1. |
| Background. We and you are parties to that certain Franchise Agreement dated |
| , 20 that has been signed at the same time as this Rider (the "Franchise |
| Agreement"). This Rider is annexed to and forms part of the Franchise Agreement. This Rider is being |
| signed because (a) you are a resident of North Dakota and the Potbelly Shop that you will operate under |
| the Franchise Agreement will be located in North Dakota, and/or (b) any of the franchise offering or sales |
| activity occurred in North Dakota. |
| 2. |
| Releases. Sections 12.A., 12.C.(8), 13.C., and 15.E. of the Franchise Agreement are |
| amended by adding the following: |
| ; provided, however, that such general release shall not apply to the extent prohibited by |
| law with respect to claims arising under the North Dakota Franchise Investment Law. |
| 3. |
| Payment of Amounts Owed to Us. Section 15.A. of the Franchise Agreement is amended |
| by adding the following language: |
| We and you acknowledge that certain parts of this provision might not be enforceable under |
| the North Dakota Franchise Investment Law; however, we and you agree to enforce the |
| provision to the extent the law allows. |
| 4. |
Source: Item 23 — RECEIPTS (FDD pages 79–355)
What This Means (2025 FDD)
According to the 2025 Potbelly Sandwich Works FDD, there are several state-specific riders to the franchise agreement and shop development area agreement that are signed under specific conditions related to the franchisee's location or activities. For franchisees in California, Hawaii, Indiana, Michigan, Rhode Island, South Dakota, Virginia, or Wisconsin, a rider is signed to ensure that no statements made during the franchise commencement waive claims under state franchise law or disclaim reliance on franchisor statements.
For franchisees in North Dakota, a rider to the franchise agreement is signed if the franchisee is a resident of North Dakota or if the Potbelly shop will be located in North Dakota, or if any franchise offering or sales activity occurred in North Dakota. This rider modifies certain sections of the franchise agreement to comply with the North Dakota Franchise Investment Law, particularly concerning releases, payment of amounts owed, and noncompetition clauses.
Similarly, a rider to the shop development area agreement is signed for franchisees in Washington if the franchisee is a resident of Washington, the development area will be located in Washington, or any offering or sales activity related to the shop development area agreement occurred in Washington. This rider adds provisions to the shop development area agreement to ensure compliance with the Washington Franchise Investment Protection Act, including stipulations about termination, renewal, arbitration, and litigation venues.