What are the implications of the litigation involving Noodles & Company (Item 3) on the franchisee's right to use the trademarks as described in Item 13?
Noodles_Company Franchise · 2025 FDDAnswer from 2025 FDD Document
[Item 13: TRADEMARKS]
All required affidavits regarding the trademarks and service marks have been filed. The trademarks and service marks shown in the table were renewed where applicable and we intend to timely renew all other trademarks and service marks that are material to our business.
There are no currently effective material determinations of the USPTO*,* the Trademark Trial and Appeal Board, the trademark administrator of any state or any court relating to the Principal Marks, and there are no pending infringements, opposition or cancellation proceedings or any pending material litigation, involving the Principal Marks.
You must use all names and Marks in full compliance with rules determined by Noodles & Company. You may not use any name or Mark as part of any corporate name or other business name or with any prefix, suffix or other modifying words, terms, designs or symbols, other than logos Noodles & Company licenses to you and the name or other approved designation in the Development Area in which the Noodles & Company restaurant is located. In addition, you may not use any name or Mark, in or to
attempt or to accomplish the sale of, any unauthorized product or service or in any other manner that Noodles & Company has not explicitly authorized in writing.
There are no agreements currently in effect that significantly limit the rights of Noodles & Company to use or license the use of the mark "Noodles & Company" or the logo design in any manner material to the franchise. Noodles & Company does not know of either superior prior rights or infringing uses of the Marks that could materially affect your use of the Marks.
If it becomes advisable at any time for us and/or you to modify or discontinue use of any Mark and/or use one or more additional or substitute trademarks, service marks or trade dress, you must comply with our directions within a reasonable time after notice. You must bear all costs and expenses applicable to your Noodles & Company restaurant should we decide to modify the Marks or adopt new marks. We will have no liability or obligation regarding any required modification or discontinuance of any Mark or the promotion of a substitute trademark, service mark or trade dress. [Item 13: TRADEMARKS]
ITEM 13 TRADEMARKS
Under the Franchise Agreement, we grant to you the right to operate a Noodles & Company restaurant under the name "Noodles & Company" using the logo design shown in the center of the Cover Page, and under any other trade names, trademarks, service marks, trade dress and logos currently used or that may be used in the future for the operation of Noodles & Company restaurants using the System to the extent we designate the Marks for use by you.
Noodles & Company currently owns the principal trade and service marks listed below, and other trade and service marks (collectively, "Marks"), used in the business of owning and operating Noodles & Company restaurants and supporting franchise operations (including the right to sublicense the Marks to our franchisees); however, we reserve the right to transfer any or all of the Marks to a related company. If we do transfer the Marks to a related company, we will secure a license or other right for you to use the Marks that we deem necessary for you to operate your Noodles & Company restaurant. The following Marks are registered on the Principal Register of the United States Patent and Trademark Office ("USPTO"):
What This Means (2025 FDD)
According to the 2025 Noodles & Company FDD, the franchisee is granted the right to operate a Noodles & Company restaurant under the name "Noodles & Company" using the logo design, as well as any other trade names, trademarks, service marks, trade dress, and logos currently used or that may be used in the future. Noodles & Company owns the principal trade and service marks used in the business of owning and operating Noodles & Company restaurants and supporting franchise operations, including the right to sublicense the Marks to franchisees. However, Noodles & Company retains the right to transfer any or all of the Marks to a related company, in which case they will secure a license or other right for the franchisee to use the Marks necessary to operate their Noodles & Company restaurant.
The FDD states that there are no currently effective material determinations of the USPTO, the Trademark Trial and Appeal Board, the trademark administrator of any state, or any court relating to the Principal Marks. Additionally, there are no pending infringements, opposition, or cancellation proceedings or any pending material litigation involving the Principal Marks. Franchisees must use all names and Marks in full compliance with rules determined by Noodles & Company and may not use any name or Mark as part of any corporate name or other business name or with any prefix, suffix, or other modifying words, terms, designs, or symbols, other than logos Noodles & Company licenses to them and the name or other approved designation in the Development Area in which the Noodles & Company restaurant is located.
Noodles & Company retains the right to require franchisees to modify or discontinue the use of any Mark and/or use one or more additional or substitute trademarks, service marks, or trade dress. Franchisees must comply with Noodles & Company's directions within a reasonable time after notice and bear all costs and expenses applicable to their Noodles & Company restaurant should Noodles & Company decide to modify the Marks or adopt new marks. Noodles & Company will have no liability or obligation regarding any required modification or discontinuance of any Mark or the promotion of a substitute trademark, service mark, or trade dress. This means that while franchisees are granted the right to use Noodles & Company's trademarks, this right is subject to certain limitations and potential changes, and franchisees may incur costs associated with these changes.