Common use of Development Rights Clause in Contracts

Development Rights. (a) Upon the terms and subject to the conditions of this Agreement, Company hereby grants to Area Operator, and Area Operator hereby accepts, the right and obligation, during the Term (defined below), to develop Noodles & Company Restaurants in the geographic area defined as the Development Area defined below (the “Development Rights”). You shall have no right to subfranchise, sublicense, or otherwise grant sub rights to anyone. (b) No right or license is granted to Area Operator hereunder to use any trademarks, trade names, service marks, logotypes, insignias, trade dress, or designs owned by Noodles & Company, such right and license being granted solely pursuant to Franchise Agreements. Without limiting the generality of the foregoing, nothing in this Agreement shall permit Area Operator to own or operate a Noodles & Company Restaurant, except pursuant to duly executed and substituting Franchise Agreement, and Area Operator shall not use such trademarks, trade names, service marks, logotypes, insignias, trade dress, or designs without the prior express written consent of Noodles & Company. (c) During the Term, and provided you and your Affiliates are in compliance with this Agreement and all other agreements with us or any of our Affiliates (including Franchise Agreements signed pursuant to this Agreement), we will: (i) grant to you, in accordance with Section 3, that cumulative number of franchises for Noodles & Company restaurants set forth in Exhibit A, all of which are to be located within the geographical area described in Exhibit A and within the specific trade areas as agreed to by us and you therein (“the Development Area”); and (ii) not operate (directly or through an Affiliate), nor grant the right to operate, any Noodles & Company restaurants located within the Development Area, except for: (1) franchises granted pursuant to this Agreement; (2) Noodles & Company restaurants open (or under lease, construction, or other commitment to open) as of the date hereof; and (3) as set forth below in Sections 2.02(d) and (e). (d) You acknowledge, however, that certain locations within the Development Area are by their nature unique and separate in character from the sites to which we intend to grant you a franchise or area Development Rights pursuant to this Agreement; such sites are referred to as “Non-Traditional Venues.” As a result, you agree that Non-Traditional Venues are excluded from the Development Area (and any Protected Area under any Franchise Agreement) and we shall have the right to develop (by direct ownership, franchising, licensing or other means) such locations, even if such sites are located within the Development Area (and any Protected Area under any Franchise Agreement) and regardless of the proximity of such sites to any Noodles & Company restaurant for which you have or might have in the foreseeable future

Development Rights. If the transfer is of the Development Rights granted under this Agreement or a controlling interest in the Developer, or is one of a series of transfers which in the aggregate constitute the transfer of the Development Rights granted under this Agreement or a controlling interest in the Developer, all of the following conditions must be met prior to or concurrently with the effective date of the transfer: the transferee must have sufficient business experience, aptitude and financial resources to operate your business and develop the Taverns and assume your obligations as an Area Developer; you must transfer all of the Taverns you have developed under this Agreement; you have paid all amounts owed to us or our affiliates which are then due and unpaid and submit all required reports and statements which have not yet been submitted, under this Agreement, any Franchise Agreement or any other agreement between you (aor an affiliate) Upon and us (or our affiliates); the transferee (or its owners) and personnel have agreed to complete our initial training program to our satisfaction; the transferee must agree to be bound by and expressly assume all of the terms and subject to the conditions of this AgreementAgreement for the remainder of its term; you (and your transferring owners) have signed a general release, Company hereby grants in form satisfactory to Area Operatorus, of any and Area Operator hereby acceptsall claims against us, our affiliates and our and their respective shareholders, officers, directors, employees and agents; we must approve the right material terms and obligation, during conditions of such transfer and determine that the Term (defined below), price and terms of payment are not so burdensome as to develop Noodles & Company Restaurants in affect adversely the geographic area defined as future development of the Development Area defined below or the transferee’s operation of its Taverns; if the transferee finances any part of the sale price of the transferred interest, you (and your transferring owners) must agree that all obligations of the “transferee under or pursuant to any promissory notes, agreements or security interests reserved by you (or your owners) must be subordinate to transferee's obligations to us and our affiliates to comply with this Agreement or Franchise Agreements executed by the transferee; you (and your transferring owners) have signed and delivered to us a non-competition covenant in favor or us and the transferee, agreeing to be bound, commencing on the effective date of the transfer, by the restrictions contained in this Agreement; you have paid us a transfer fee equal to $5,000 for each WOB Tavern for which a Franchise Agreement has not been executed; and you have paid us the transfer fees in accordance with the terms and conditions of any and all executed Franchise Agreements being transferred in accordance with the transfer of your Development Rights”). You shall have no right In connection with any transfer permitted under this Section, you agree to subfranchiseprovide us with all documents to be signed by you and the proposed assignee or transferee at least 30 business days prior to signing. Right of First Refusal. If you (or your owners) at any time determine to transfer this Agreement (as defined above) you will obtain a bona fide, sublicense, signed written offer and ▇▇▇▇▇▇▇ money deposit (in the amount of 5% or otherwise grant sub rights to anyone. (b) No right or license is granted to Area Operator hereunder to use any trademarks, trade names, service marks, logotypes, insignias, trade dress, or designs owned by Noodles & Company, such right and license being granted solely pursuant to Franchise Agreements. Without limiting the generality more of the foregoing, nothing offering price) from a responsible and fully disclosed purchaser and submit an exact copy of such offer to us. The offer must apply only to an interest in this Agreement shall permit Area Operator or you. It must not include the purchase of any other property or rights of you (or your owners). The offer must completely describe the purchase price, payment terms, terms of the assumption of liabilities and all other material terms of the transfer (including all exhibits and other information so that we may readily determine the foregoing). Within 30 days from the date we receive the copy of such offer, we may purchase your rights under this Agreement and the assets of your business on the terms and conditions contained in the offer provided to own or operate a Noodles & Company Restaurantus, except pursuant that: we may substitute cash for any form of payment proposed in the offer (with a discounted amount if an interest rate will be charged on any deferred payments); our credit will be deemed equal to duly executed the credit of any proposed purchaser; we will have no less than 90 days to prepare for a closing; and substituting Franchise Agreementwe are entitled to receive, and Area Operator shall not use such trademarks, trade names, service marks, logotypes, insignias, trade dress, or designs without the prior express written consent of Noodles & Company. (c) During the Term, and provided you and your Affiliates are owners agree to make, all customary representations and warranties given by the seller of the assets of a business or with the capital stock of an incorporated business, as applicable, including, without limitation, representations and warranties as to: ownership and condition of and title to stock or other forms of ownership interests and/or assets; liens and encumbrances relating to the stock or other ownership interests and/or assets; and validity of contracts and the liabilities contingent or otherwise of the corporation whose stock is being purchased. The 30-day period will not commence until you have delivered to us full and complete documentation to enable us to fully evaluate the offer. If we do not exercise our right of first refusal, you or your owners may complete the transfer on the terms contained in compliance with the offer, subject to our approval of the transfer as described in this Agreement and all other agreements with us or any Section of our Affiliates (including Franchise Agreements signed pursuant to this Agreement). If the transfer as described in the offer is not completed within 120 days after delivery of the offer to us, or if there is a material change in the terms of the transfer, we will: (i) grant to you, in accordance with Section 3, that cumulative number of franchises for Noodles & Company restaurants set forth in Exhibit A, all of which are to be located within the geographical area described in Exhibit A and within the specific trade areas as agreed to by us and you therein (“the Development Area”); and (ii) not operate (directly or through an Affiliate), nor grant the right to operate, any Noodles & Company restaurants located within the Development Area, except for: (1) franchises granted pursuant to this Agreement; (2) Noodles & Company restaurants open (or under lease, construction, or other commitment to open) as of the date hereof; and (3) as set forth below in Sections 2.02(d) and (e). (d) You acknowledge, however, that certain locations within the Development Area are by their nature unique and separate in character from the sites to which we intend to grant you a franchise or area Development Rights pursuant to this Agreement; such sites are referred to as “Non-Traditional Venues.” As a result, you agree that Non-Traditional Venues are excluded from the Development Area (and any Protected Area under any Franchise Agreement) and we shall will again have the right to develop (by direct ownership, franchising, licensing or other means) such locations, even if such sites are located within the Development Area (and any Protected Area under any Franchise of first refusal as described in this Agreement) and regardless of the proximity of such sites to any Noodles & Company restaurant for which you have or might have in the foreseeable future.

Development Rights. (a) Upon the terms and subject to the conditions of this Agreement, Company hereby grants to Area Operator, and Area Operator hereby accepts, the right and obligation, during the Term (defined below), to develop Noodles & Company Restaurants in the geographic area defined as the Development Area defined below (the “Development Rights”). You shall have no right to subfranchise, sublicense, or otherwise grant sub rights to anyone. (b) No right or license is granted to Area Operator hereunder to use any trademarks, trade names, service marks, logotypes, insignias, trade dress, or designs owned by Noodles & Company, such right and license being granted solely pursuant to Franchise Agreements. Without limiting the generality of the foregoing, nothing in this Agreement shall permit Area Operator to own or operate a Noodles & Company Restaurant, except pursuant to duly executed and substituting Franchise Agreement, and Area Operator shall not use such trademarks, trade names, service marks, logotypes, insignias, trade dress, or designs without the prior express written consent of Noodles & Company. (c) During the Term, and provided you and your Affiliates are in compliance with this Agreement and all other agreements with us or any of our Affiliates (including Franchise Agreements signed pursuant to this Agreement), we will: (i) grant to you, in accordance with Section 3, that cumulative number of franchises for Noodles & Company restaurants set forth in Exhibit A, all of which are to be located within the geographical area described in Exhibit A and within the specific trade areas as agreed to by us and you therein (“"the Development Area”"); and (ii) not operate (directly or through an Affiliate), nor grant the right to operate, any Noodles & Company restaurants located within the Development Area, except for: (1) franchises granted pursuant to this Agreement; (2) Noodles & Company restaurants open (or under lease, construction, or other commitment to open) as of the date hereof; and (3) as set forth below in Sections 2.02(d) and (e). (d) You acknowledge, however, that certain locations within the Development Area are by their nature unique and separate in character from the sites to which we intend to grant you a franchise or area Development Rights pursuant to this Agreement; such sites are referred to as “"Non-Traditional Venues.” As a result, you agree that Non-Traditional Venues are excluded from the Development Area (and any Protected Area under any Franchise Agreement) and we shall have the right to develop (by direct ownership, franchising, licensing or other means) such locations, even if such sites are located within the Development Area (and any Protected Area under any Franchise Agreement) and regardless of the proximity of such sites to any Noodles & Company restaurant for which you have or might have in the foreseeable futurefuture a franchise. Non-Traditional April 2014 5 Exhibit B to the Franchise Disclosure Document Area Development Agreement Venues include, for example: (i) transportation facilities, including airports, train stations, subways and rail, and bus stations; (ii) military bases and government offices; (iii) sports facilities, including stadiums and arenas; (iv) amusement parks, zoos, and convention centers; (v) car and truck rest stops, and travel centers and Limited Access Highway oasis and rest and service areas; (vi) casinos, (vii) food courts; (viii) Indian reservations; and (ix) museums.

Development Rights. If the transfer is of the Development Rights granted under this Agreement or a controlling interest in the Developer, or is one of a series of transfers which in the aggregate constitute the transfer of the Development Rights granted under this Agreement or a controlling interest in the Developer, all of the following conditions must be met prior to or concurrently with the effective date of the transfer: the transferee must have sufficient business experience, aptitude and financial resources to operate your business and develop the Taverns and assume your obligations as an Area Developer; you must transfer all of the Taverns you have developed under this Agreement; you have paid all amounts owed to us or our affiliates which are then due and unpaid and submit all required reports and statements which have not yet been submitted, under this Agreement, any Franchise Agreement or any other agreement between you (aor an affiliate) Upon and us (or our affiliates); the transferee (or its owners) and personnel have agreed to complete our initial training program to our satisfaction; the transferee must agree to be bound by and expressly assume all of the terms and subject to the conditions of this AgreementAgreement for the remainder of its term; you (and your transferring owners) have signed a general release, Company hereby grants in form satisfactory to Area Operatorus, of any and Area Operator hereby acceptsall claims against us, our affiliates and our and their respective shareholders, officers, directors, employees and agents; we must approve the right material terms and obligation, during conditions of such transfer and determine that the Term (defined below), price and terms of payment are not so burdensome as to develop Noodles & Company Restaurants in affect adversely the geographic area defined as future development of the Development Area defined below or the transferee’s operation of its Taverns; if the transferee finances any part of the sale price of the transferred interest, you (and your transferring owners) must agree that all obligations of the “Development Rights”). You shall have no right to subfranchise, sublicense, transferee under or otherwise grant sub rights to anyone. (b) No right or license is granted to Area Operator hereunder to use any trademarks, trade names, service marks, logotypes, insignias, trade dress, or designs owned by Noodles & Company, such right and license being granted solely pursuant to Franchise Agreements. Without limiting the generality of the foregoingany promissory notes, nothing in this Agreement shall permit Area Operator agreements or security interests reserved by you (or your owners) must be subordinate to own or operate a Noodles & Company Restaurant, except pursuant transferee's obligations to duly executed us and substituting Franchise Agreement, and Area Operator shall not use such trademarks, trade names, service marks, logotypes, insignias, trade dress, or designs without the prior express written consent of Noodles & Company. (c) During the Term, and provided you and your Affiliates are in compliance our affiliates to comply with this Agreement and all other agreements with us or any of our Affiliates (including Franchise Agreements executed by the transferee; you (and your transferring owners) have signed pursuant and delivered to us a non-competition covenant in favor or us and the transferee, agreeing to be bound, commencing on the effective date of the transfer, by the restrictions contained in this Agreement), we will: (i) grant ; you have paid us a transfer fee equal to you, $5,000 for each WOB Tavern for which a Franchise Agreement has not been executed; and you have paid us the transfer fees in accordance with Section 3, that cumulative number the terms and conditions of franchises for Noodles & Company restaurants set forth any and all executed Franchise Agreements being transferred in Exhibit A, all accordance with the transfer of which are to be located within the geographical area described in Exhibit A and within the specific trade areas as agreed to by us and you therein (“the your Development Area”); and (ii) not operate (directly or through an Affiliate), nor grant the right to operate, Rights. In connection with any Noodles & Company restaurants located within the Development Area, except for: (1) franchises granted pursuant to transfer permitted under this Agreement; (2) Noodles & Company restaurants open (or under lease, construction, or other commitment to open) as of the date hereof; and (3) as set forth below in Sections 2.02(d) and (e). (d) You acknowledge, however, that certain locations within the Development Area are by their nature unique and separate in character from the sites to which we intend to grant you a franchise or area Development Rights pursuant to this Agreement; such sites are referred to as “Non-Traditional Venues.” As a resultSection, you agree that Non-Traditional Venues are excluded from to provide us with all documents to be signed by you and the Development Area (and any Protected Area under any Franchise Agreement) and we shall have the right proposed assignee or transferee at least 30 business days prior to develop (by direct ownership, franchising, licensing or other means) such locations, even if such sites are located within the Development Area (and any Protected Area under any Franchise Agreement) and regardless of the proximity of such sites to any Noodles & Company restaurant for which you have or might have in the foreseeable futuresigning.