After closing, does the Seller have discretion regarding press releases concerning the Noodles & Company transaction?
Noodles_Company Franchise · 2025 FDDAnswer from 2025 FDD Document
ered employment and/ or hired by Buyer at the Restaurants after Closing shall not trigger a duty on the part of Seller to give notice to such employees under the Worker Adjustment and Retraining Notification Act, 29 U.S.C. §§2101 et seq. (hereinafter referred to as "WARN") or any state plant closing law. The Parties acknowledge and agree that it is their intent under this Section 5.4 to have Buyer continue the employment of Seller's employees at the Restaurants in sufficient numbers to the end that if the Restaurants, or any part of them, constitute a single site of employment for purposes of WARN, the requirement of giving any notification pursuant to §2101(b) (1) of WARN is that of Buyer.
The provisions of this Section 5.4 shall survive Closing.
1.e Confidentiality. Except as provided in Sections 5.3 and 5.4, Buyer shall not disclose to anyone, including without limitation, any employee of Seller, including but not limited to employees at the Restaurants or any employee of any vendor of Seller, without Seller's prior written consent, the existence or nature of the transactions contemplated by this Agreement or any other information, in whatever form, regarding Seller's business, including without limitation, Seller's trade secrets, plans, information, ideas, concepts, designs, inventions, financial information and the like, whether or not relating to this transaction or more generally to Seller's past, present or future research, development, business, financial and commercial operations ("Proprietary Information").
Source: Item 23 — RECEIPT (FDD pages 99–350)
What This Means (2025 FDD)
According to the 2025 Noodles & Company Franchise Disclosure Document, the Buyer's ability to disclose information about the transaction is limited. Specifically, the FDD states that the Buyer cannot disclose the existence or nature of the transactions contemplated by the agreement or any other information regarding the Seller's business without the Seller's prior written consent. This includes information in any form regarding the Seller's business, such as trade secrets, plans, information, ideas, concepts, designs, inventions, financial information, and commercial operations.
This restriction extends to the Buyer's employees, including those at the Restaurants or any vendor of the Seller. The Buyer must keep all Proprietary Information furnished by the Seller confidential and not use it except in connection with the agreement. This obligation applies to the Buyer, the Guarantor, and their respective officers, attorneys, accountants, and representatives.
However, the confidentiality requirement does not apply to information that was already known to the Buyer and Guarantor when received, becomes lawfully obtainable from other sources, or is required to be disclosed by law. These provisions regarding confidentiality survive the closing of the transaction, meaning the restrictions on disclosure remain in effect even after the sale is completed. Therefore, the Seller retains significant control over what information is released to the public regarding the transaction, especially concerning their business operations and proprietary information.