What are the consequences if a Noodles & Company franchisee voluntarily dissolves or liquidates?

[Item 23: RECEIPT]

You and your Owners, if any, may gain access to parts of Noodles & Company's Confidential Information as a result of investing in Franchisee.

The Confidential Information is proprietary and includes Noodles & Company trade secrets.

You and your Owners hereby agree that while you and they have a legal or beneficial ownership interest in Franchisee and indefinitely thereafter you and they: (a) will not use the Confidential Information in any other business or capacity (such use being an unfair method of competition); (b) will exert best efforts to maintain the confidentiality of the Confidential Information; (c) will not make unauthorized copies of any portion of the Confidential Information disclosed in written, electronic or other form; and (d) will not distribute, disclose, or otherwise cause the distribution of any Noodles & Company Confidential Information.

If you or your Owners cease to have an interest in Franchisee, you and your Owners, if any, must deliver to Noodles & Company any such Confidential Information in your or their possession.

During the term of the Franchise Agreement, you and your Owners shall not, without Noodles & Company's prior written consent, either directly or indirectly, for yourself, or through, on behalf of, or in conjunction with any person, persons, partnership, limited liability company, or corporation:

• (a) Divert or attempt to divert any business or customer of any Noodles & Company Restaurant to any competitor, by direct or indirect inducement or otherwise, or do or perform, directly or indirectly, any other act injurious or prejudicial to the goodwill associated with Noodles & Company's Marks or the System.

• (b) [Intentionally omitted]

• (c) Own, maintain, advise, be employed by, consult for, make loans to, operate, engage in or have an ownership interest (including any right to share in revenues or profits) in any Competitive Business which is, or is intended to be located within:

• (1) the Protected Area;

• (2) a radius of 15 miles from your Noodles & Company Restaurant;

• (3) a radius of 15 miles of any Noodles & Company Restaurant; or

• (4) the United States.

For a continuous uninterrupted period commencing upon the expiration or termination of the Franchise Agreement and for two years thereafter, you and your Owners, shall not, without Noodles & Company's prior written consent, either directory or indirectly, for yourself, or through, on behalf of, or in conjunction with any person, persons, partnership, limited liability company, or corporation:

• (a) Divert or attempt to divert any business or customer of any Noodles & Company Restaurant to any competitor, by direct or indirect inducement or otherwise, or

do or perform, directly or indirectly, any other act injurious or prejudicial to the goodwill associated with Noodles & Company's Marks or the System.

• (b) [Intentionally omitted]

• (c) Own, maintain, advise, be employed by, consult for, make loans to, operate, engage in or have an ownership interest (including any right to share in revenues or profits) in any Competitive Business which is, or is intended to be located within:

• (1) the Protected Area;

• (2) a radius of 15 miles from your Noodles & Company Restaurant;

• (3) a radius of 15 miles of any Noodles & Company Restaurant; or

• (4) any Designated Market Area (as defined by Nielsen Media Research) where any Noodles & Company Restaurant is located.

Notwithstanding the foregoing, you will have no obligation under Section 5 or Section 6 after the second anniversary of the later of (a) the date you cease to have an ownership interest in Franchisee or (b) the date you cease to render services to Franchisee.

Source: Item 23 — RECEIPT (FDD pages 99–350)