Common use of Brand Development Fund Clause in Contracts

Brand Development Fund. (“BDF”). We may, in our sole discretion, establish and administer a Brand Development Fund (“BDF”) for the creation and development of creative materials and programs to increase brand awareness, marketing, advertising and related programs and materials, including electronic, print, radio, television and outdoor media as well as the planning and purchasing of national and/or regional media, including electronic, print, radio, television and outdoor advertising or other media vehicles (“Marketing”). At our discretion, the BDF may also pay for consumer research and the production and deployment of marketing materials. We reserve the right to have our Affiliate or a related entity manage this fund. If not covered by BDF, each Restaurant, whether Area Operator owned or Company owned, shall be responsible for its pro rata share (or, if applicable, on a use basis), on a per Restaurant basis, of the actual production costs and fees (such as print ad fees) of the Marketing materials, which can be paid by dollars contributed to FMF. We reserve the right to charge a percent of Net Royalty Sales BDF Fee upon notice to you. You must contribute to the BDF amounts that we establish from time to time, payable on the first business day following the immediately preceding Reporting Period, together with the Royalty Fees due hereunder. At our discretion, we may Sweep the designated account referred to in Section 6.04 hereof to obtain the BDF contributions. Noodles & Company Restaurants owned by us and our Affiliates shall contribute to the BDF on the same basis as the then-current rate for franchisees. As discussed in Section 9.11 of this Agreement, at our election, supplier rebates attributable to Marketing shall be paid into the BDF and used by us, in our sole discretion, for any purpose permitted by the BDF. Currently, we are not collecting the rebates; however, we reserve the right to do so at any time. The BDF will be accounted for separately from our other funds. All disbursements from the BDF shall be made first from income and then from contributions. While our intent is to balance the BDF on an annual basis, from time to time the BDF may run at either a surplus or deficit. We may spend in any fiscal year an amount greater or less than the aggregate contributions of all Noodles & Company owned and franchised Restaurants to the BDF in that year, and the BDF may borrow from us or other lenders to cover deficits in the BDF and we may cause the BDF to invest any surplus for future use by the BDF. We will prepare annually an unaudited statement of monies collected and costs incurred by the BDF and furnish a copy to you upon your written request. Except as otherwise expressly provided in this Section 10.01, we assume no direct or indirect liability or obligation with respect to the maintenance, direction or administration of the BDF. We do not act as trustee or in any other fiduciary capacity with respect to the BDF. Although the BDF is intended to maximize general recognition and patronage of the brand and the Marks for the benefit of all Noodles & Company Restaurants, we cannot assure you that any particular Noodles & Company Restaurant will benefit directly or pro-rata from the placement of advertising. Additionally, we reserve the right to define, at any time, the measurement terms for any media coverage. The BDF may be used to pay for the cost of preparing and producing creative materials and programs we select, including video, audio, electronic and printed advertising materials, media planning and buying services, and for the cost of employing advertising agencies and supporting market research activities. We may furnish you with marketing, advertising and promotional materials at cost, plus any related administrative, shipping, handling and storage charges. We may, as we deem appropriate, seek the advice of owners of Noodles & Company Restaurants by formal or informal means with respect to the creative concepts and media used for programs financed by the BDF.

Brand Development Fund. Recognizing the value of uniform advertising and promotion to the goodwill and public image of the System, you agree that we or our designee shall have the right, but not the obligation, to establish, maintain and administer a brand development fund (hereinafter referred to as the “BDFFund”). We may) for such national, regional and/or local advertising programs as we may deem necessary or appropriate, in our sole discretion. We shall not be obligated to establish the Fund until we believe that doing so would be in the best interests of us, establish our affiliates, our franchisees and administer a the System. If established, you agree to pay the Brand Development Fee, as described in Section 3.3. If we elect to establish the Fund, the Fund (“BDF”) will be administered as follows: 9.3.1 The Fund may be managed by us, our designee or a professional agency to advertise and promote the System and CareBuilders At Home Offices. The Fund will be used for national, regional and/or local advertising, publicity and promotion relating to our business. We will determine, in our fully unrestricted discretion, the creation manner in which the Fund will be spent. Some portion of the Fund may be used for creative concept production, marketing surveys, test marketing and development of related purposes. We have the right to direct all advertising activities with sole discretion over creative concepts, materials and programs to increase brand awarenessmedia used, marketing, advertising and related programs and materials, including electronic, print, radio, television and outdoor media as well as the planning their placement and purchasing of national and/or regional media, including electronic, print, radio, television and outdoor advertising or other media vehicles (“Marketing”)allocation. At our discretion, the BDF may also pay for consumer research and the production and deployment of marketing materials. The Fund will not be audited. 9.3.2 We reserve have the right to have our Affiliate or a related entity manage this fund. If not covered by BDF, each Restaurant, whether Area Operator owned or Company owned, shall be responsible for its pro rata share (or, if applicable, on a use basis), on a per Restaurant basis, reimburse ourselves out of the actual production Fund for the total costs and fees (such as print ad feesincluding indirect costs) of developing, producing and distributing any advertising materials and collecting the Marketing materialsBrand Development Fee (including attorneys’, which can be paid by dollars contributed to FMFauditors’ and accountants’ fees and other expenses incurred in connection with collecting any Brand Development Fees). The Fund is not our asset, and it is not a trust. We reserve do not owe you any fiduciary obligations because we maintain the right Fund. We may spend in any calendar year an amount greater or less than the aggregate contributions made by all Offices contributing to charge a percent the Fund in that year. We may make loans to the Fund (and the Fund may borrow from us or other lenders) bearing reasonable interest to cover any deficits of Net Royalty Sales BDF Fee upon notice the Fund or cause the Fund to youinvest surplus for future use. You must Any money remaining in the Fund at the end of any year will carry over to the next year. 9.3.3 Any CareBuilders At Home Office owned by us or our affiliates will contribute to the BDF amounts that we establish from time to time, payable on the first business day following the immediately preceding Reporting Period, together with the Royalty Fees due hereunder. At our discretion, we may Sweep the designated account referred to in Section 6.04 hereof to obtain the BDF contributions. Noodles & Company Restaurants owned by us and our Affiliates shall contribute to the BDF Fund on the same basis as franchisees in the then-current rate for franchiseesSystem. As discussed in Section 9.11 of this Agreement, at our election, supplier rebates attributable to Marketing shall Funds from the Brand Development Fees paid will be paid into the BDF kept separate and used by us, in our sole discretion, for any purpose permitted by the BDF. Currently, we are not collecting the rebates; however, we reserve the right to do so at any time. The BDF distinct and will be accounted for separately from our other funds. All disbursements from These funds will not be used to defray any of our general operating expenses, except as described in the BDF shall be made first from income and then from contributions. While our intent is to balance the BDF on an annual basis, from time to time the BDF may run at either a surplus or deficit. We may spend in any fiscal year an amount greater or less than the aggregate contributions of all Noodles & Company owned and franchised Restaurants to the BDF in that yearparagraph above, and the BDF may borrow from us or other lenders to cover deficits in the BDF and we may cause the BDF to invest any surplus will not be used for future use by the BDFadvertising that is primarily a solicitation of new franchisees. We will prepare annually prepare, and furnish to you upon written request, an unaudited annual statement of monies funds collected and costs incurred by incurred. 9.3.4 We may incorporate the BDF and furnish Fund or operate it through a copy to you upon your written requestseparate entity whenever we want. Except as otherwise expressly provided in this Section 10.01, we assume no direct or indirect liability or obligation with respect to the maintenance, direction or administration of the BDF. We do not act as trustee or in any other fiduciary capacity with respect to the BDF. Although the BDF The Fund is intended to maximize general public recognition and patronage of the brand all CareBuilders At Home Offices and the Marks for the benefit of all Noodles & Company Restaurants, we cannot assure you Offices. We have no obligation to make sure that expenditures by the Fund are proportionate or equivalent to contributions by Offices or to make sure that any particular Noodles & Company Restaurant Office will benefit directly or pro-rata in proportion to its contribution to the Fund from the conduct of marketing programs or the placement or advertising. 9.3.5 We have the right, but no obligation, to use collection agents and institute legal proceedings to collect Fund contributions at the Fund’s expense. We also may forgive, waive, settle and compromise all claims by or against the Fund. 9.3.6 We may at any time defer or reduce the Fund contributions of advertisingany Office and, upon thirty (30) days’ prior written notice to you, reduce or suspend Fund contributions and operations for one or more periods of any length and terminate (and, if terminated, reinstate) the Fund. AdditionallyIf we terminate the Fund, we reserve will distribute all unspent monies to all Offices (whether franchised or operated by us or our affiliates) in proportion to their respective Fund contributions during the preceding twelve (12) month period. If we terminate the Fund we will have the right to define, reinstated it at any time, and the measurement terms for any media coverage. The BDF may reinstated Fund will be used to pay for the cost of preparing and producing creative materials and programs we select, including video, audio, electronic and printed advertising materials, media planning and buying services, and for the cost of employing advertising agencies and supporting market research activities. We may furnish you with marketing, advertising and promotional materials at cost, plus any related administrative, shipping, handling and storage charges. We may, maintained as we deem appropriate, seek the advice of owners of Noodles & Company Restaurants by formal or informal means with respect to the creative concepts and media used for programs financed by the BDFdescribed above.

Brand Development Fund. (“"BDF”"). We may, in our sole discretion, establish and administer a Brand Development Fund (“"BDF”") for the creation and development of creative materials and programs to increase brand awareness, marketing, advertising and related programs and materials, including electronic, print, radio, television and outdoor media as well as the planning and purchasing of national and/or regional media, including electronic, print, radio, television and outdoor advertising or other media vehicles (“Marketing”). At our discretion, the BDF may also pay for consumer research and the production and deployment of marketing materials. We reserve the right to have our Affiliate or a related entity manage this fund. If not covered by BDF, each Restaurant, whether Area Operator owned or Company owned, shall be responsible for its pro rata share (or, if applicable, on a use basis), on a per Restaurant basis, of the actual production costs and fees (such as print ad fees) of the Marketing materials, which can be paid by dollars contributed to FMF. We reserve the right to charge a percent of Net Royalty Sales BDF Fee upon April 2014 27 Exhibit C to the Franchise Disclosure Document Franchise Agreement notice to you. You must contribute to the BDF amounts that we establish from time to time, payable on the first business day following the immediately preceding Reporting Period, together with the Royalty Fees due hereunder. At our discretion, we may Sweep the designated account referred to in Section 6.04 hereof to obtain the BDF contributions. Noodles & Company Restaurants owned by us and our Affiliates shall contribute to the BDF on the same basis as the then-current rate for franchisees. As discussed in Section 9.11 of this Agreement, at our election, supplier rebates attributable to Marketing shall be paid into the BDF and used by us, in our sole discretion, for any purpose permitted by the BDF. Currently, we are not collecting the rebates; however, we reserve the right to do so at any time. The BDF will be accounted for separately from our other funds. All disbursements from the BDF shall be made first from income and then from contributions. While our intent is to balance the BDF on an annual basis, from time to time the BDF may run at either a surplus or deficit. We may spend in any fiscal year an amount greater or less than the aggregate contributions of all Noodles & Company owned and franchised Restaurants to the BDF in that year, and the BDF may borrow from us or other lenders to cover deficits in the BDF and we may cause the BDF to invest any surplus for future use by the BDF. We will prepare annually an unaudited statement of monies collected and costs incurred by the BDF and furnish a copy to you upon your written request. Except as otherwise expressly provided in this Section 10.01, we assume no direct or indirect liability or obligation with respect to the maintenance, direction or administration of the BDF. We do not act as trustee or in any other fiduciary capacity with respect to the BDF. Although the BDF is intended to maximize general recognition and patronage of the brand and the Marks for the benefit of all Noodles & Company Restaurants, we cannot assure you that any particular Noodles & Company Restaurant will benefit directly or pro-rata from the placement of advertising. Additionally, we reserve the right to define, at any time, the measurement terms for any media coverage. The BDF may be used to pay for the cost of preparing and producing creative materials and programs we select, including video, audio, electronic and printed advertising materials, media planning and buying services, and for the cost of employing advertising agencies and supporting market research activities. We may furnish you with marketing, advertising and promotional materials at cost, plus any related administrative, shipping, handling and storage charges. We may, as we deem appropriate, seek the advice of owners of Noodles & Company Restaurants by formal or informal means with respect to the creative concepts and media used for programs financed by the BDF.