What does the Noodles & Company agreement require me to do to maintain the confidentiality of the Confidential Information?
Noodles_Company Franchise · 2025 FDDAnswer from 2025 FDD Document
e dress, you agree to comply with our directions within 14 days after notice. Neither we nor any of our Affiliates shall have any liability or obligation whatsoever with respect to any such required modification or discontinuance of any Mark or the promotion of a substitute trademark, service mark or trade dress.
6. RESTRICTIVE COVENANTS.
6.01 Confidential Information. We will disclose parts of our Confidential Information to you solely for your use in connection with this Agreement and only as specifically permitted by the Operations Manual. The Confidential Information is proprietary and includes our trade secrets. During the Term and indefinitely thereafter: (a) you and your Owners may not use the Confidential Information in any other business or capacity (you acknowledge such use is an unfair method of competition); (b) you and your Owners must exert your best efforts to maintain the confidentiality of the Confidential Information; (c) you and your Owners may not make unauthorized copies of any portion of the Confidential Information disclosed in written, electronic or other form; (d) you and your Owners must implement all reasonable procedures we prescribe from time to time to prevent unauthorized use or disclosure of the Confidential Information, including the use of nondisclosure agreements with your Owners, officers, directors and general managers, and you and your Owners must deliver such agreements to us; and (e) you and your Owners must not disclose or distribute the Confidential Information
except as permitted by us in writing prior to such disclosure. At the end of the Term, you and your Owners must deliver to us all such Confidential Information in your possession, except for such information as you are permitted to retain pursuant to Franchise Agreements then in effect. Your restrictions on disclosure and use of Confidential Information do not apply to information or techniques which are or become generally known in the restaurant industry (other than through your own disclosure or the wrongful disclosure of another), provided you obtain our prior written consent to such disclosure or use.
- 6.02 In-Term Covenants.
Source: Item 23 — RECEIPT (FDD pages 99–350)
What This Means (2025 FDD)
According to the 2025 Noodles & Company Franchise Disclosure Document, franchisees and their owners must exert their best efforts to maintain the confidentiality of the Confidential Information, which includes trade secrets and other proprietary information related to the Noodles & Company system. This obligation extends both during the term of the agreement and indefinitely thereafter, meaning even after the franchise agreement ends, the franchisee must continue to protect this information.
To maintain confidentiality, Noodles & Company requires franchisees and their owners to refrain from using the Confidential Information in any business or capacity other than operating their Noodles & Company restaurant. They are also prohibited from making unauthorized copies of any Confidential Information, whether disclosed in written, electronic, or other form. Furthermore, franchisees must implement reasonable procedures prescribed by Noodles & Company to prevent unauthorized use or disclosure, including using nondisclosure agreements with their owners, officers, directors, and general managers, and delivering these agreements to Noodles & Company.
The agreement also states that franchisees may only disclose Confidential Information if Noodles & Company provides written consent prior to the disclosure. At the end of the franchise term, franchisees and their owners must return all Confidential Information in their possession to Noodles & Company. However, the restrictions on disclosure and use do not apply to information or techniques that become generally known in the restaurant industry, unless the franchisee or someone else wrongfully discloses it, and even then, the franchisee needs prior written consent from Noodles & Company for such disclosure or use.
Prior to any training at Noodles & Company's Central Support Office or at any Noodles & Company Restaurant, all trainees must execute a Confidentiality Agreement. Franchisees must also ensure that their Owners and Operating Partners, as well as any other management personnel primarily involved with Noodles & Company, enter into and comply with a confidentiality and non-compete agreement, to the extent permitted by applicable law.