According to the Noodles & Company agreement, who retains the rights to the Noodles & Company Marks?
Noodles_Company Franchise · 2025 FDDAnswer from 2025 FDD Document
5.01 Ownership of the Marks. You acknowledge that Noodles & Company, and/or our Affiliate, as applicable, own the Marks. Your right to use the Marks is derived solely
from this Agreement and is limited to conducting business pursuant to and in compliance with this Agreement. Your unauthorized use of any of the Marks constitutes a breach of this Agreement and an infringement of our, and/or our Affiliate's, as applicable, rights to the Marks. This Agreement does not confer on you any goodwill or other interests in the Marks. Your use of the Marks and any goodwill established thereby inures to the exclusive benefit of us and/or our Affiliate, as applicable. All provisions of this Agreement applicable to the Marks apply to any additional or substitute trademarks, service marks and trade dress we authorize you to use. You may not, at any time during or after the Term, contest, or assist any other person or entity in contesting, the validity or ownership of any of the Marks.
Source: Item 23 — RECEIPT (FDD pages 99–350)
What This Means (2025 FDD)
According to the 2025 Noodles & Company Franchise Disclosure Document, Noodles & Company, and/or its affiliate, owns the Noodles & Company Marks. The franchisee's right to use these marks is solely derived from the franchise agreement and is limited to conducting business in compliance with the agreement. Unauthorized use of the marks constitutes a breach of the agreement and an infringement of Noodles & Company's rights. The agreement does not grant the franchisee any goodwill or other interests in the marks, and any goodwill established through the franchisee's use of the marks inures to the exclusive benefit of Noodles & Company.
This means that while franchisees are permitted to use the Noodles & Company trademarks to operate their restaurants, they do not gain any ownership or lasting rights to these marks. This is a standard practice in franchising, ensuring brand consistency and protecting the franchisor's intellectual property. The franchisee's use of the trademarks is strictly tied to their adherence to the franchise agreement.
Upon termination of the franchise agreement, the franchisee must cease all use of the Noodles & Company Marks and take necessary steps to remove any branding from the premises. This includes transferring any relevant domain names or website content to Noodles & Company. This reinforces that the franchisee's right to use the trademarks is conditional and temporary, tied to the duration and good standing of their franchise agreement. Noodles & Company also retains the right to modify or discontinue the use of any mark, and franchisees must comply with these changes.