Are Noodles & Company franchisees allowed to make copies of the Confidential Information?
Noodles_Company Franchise · 2025 FDDAnswer from 2025 FDD Document
We will disclose parts of our Confidential Information to you solely for your use in the operation of your Noodles & Company Restaurant.
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 and your Owners 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.
You may only disclose such confidential information as we agree in writing it may be disclosed.
At the end of the Term, you and your Owners must deliver to us all such Confidential Information in your possession.
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 Noodles & Company's 2025 Franchise Disclosure Document, franchisees and their owners are generally prohibited from making unauthorized copies of the Confidential Information. The Confidential Information, which includes trade secrets and proprietary information related to the development and operation of Noodles & Company restaurants, is protected under the terms of the franchise agreement.
Specifically, franchisees and their owners must agree not to make unauthorized copies of any portion of the Confidential Information disclosed in written, electronic, or other form. This restriction applies while they have a legal or beneficial ownership interest in the franchise and continues indefinitely thereafter. This means that even after the franchise agreement ends, the franchisee and their owners are still obligated to protect the confidentiality of the information and cannot make unauthorized copies.
However, franchisees may disclose confidential information if Noodles & Company provides written consent prior to the disclosure. Additionally, the restrictions on disclosure and use do not apply to information or techniques that become generally known in the restaurant industry, provided the franchisee obtains Noodles & Company's prior written consent for such disclosure or use. This exception acknowledges that some information may naturally become public knowledge over time, but it still requires the franchisee to seek permission before using or disclosing it.
Overall, the policy emphasizes the importance of protecting Noodles & Company's proprietary information. Franchisees should be aware of these restrictions and ensure they have procedures in place to prevent unauthorized copying or distribution of confidential materials, including implementing non-disclosure agreements with their owners, officers, directors, and general managers.