What are the exceptions to the confidentiality obligations regarding Noodles & Company's Proprietary Information?
Noodles_Company Franchise · 2025 FDDAnswer from 2025 FDD Document
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 by someone else), provided you obtain our prior written consent to such disclosure or use.
Source: Item 23 — RECEIPT (FDD pages 99–350)
What This Means (2025 FDD)
According to the 2025 FDD, a franchisee's restrictions on disclosing and using Noodles & Company's confidential information do not apply if the information or techniques become generally known in the restaurant industry. However, this exception does not apply if the information becomes public due to the franchisee's own disclosure or someone else's wrongful disclosure.
For a prospective Noodles & Company franchisee, this means that while they are obligated to protect the brand's confidential information, they are not held responsible for maintaining the secrecy of information that is already publicly available through legitimate means. This protects the franchisee from liability for information that has entered the public domain independently.
However, it is crucial for the franchisee to obtain Noodles & Company's prior written consent before disclosing or using any information, even if it is believed to be generally known. This requirement ensures that franchisees do not inadvertently breach their confidentiality obligations and protects Noodles & Company's proprietary information from unauthorized dissemination. Franchisees should maintain thorough records of all communications and approvals related to confidential information to avoid potential disputes.