What is the obligation of the Area Operator and its Owners regarding maintaining the confidentiality of Noodles & Company's Confidential Information?
Noodles_Company Franchise · 2025 FDDAnswer from 2025 FDD Document
You and your Owners, if any, may gain access to parts of Noodles & Company's Confidential Information as a result of investing in Area Operator.
The Confidential Information is proprietary and includes Noodles & Company's 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, will not distribute, disclose, or otherwise cause the distribution of any Noodles & Company Confidential Information.
Source: Item 23 — RECEIPT (FDD pages 99–350)
What This Means (2025 FDD)
According to the 2025 Noodles & Company Franchise Disclosure Document, both the Area Operator and their Owners have strict obligations to protect the confidentiality of Noodles & Company's proprietary information, which includes trade secrets. This obligation begins when they gain a legal or beneficial ownership interest in the franchise and continues indefinitely, even after they no longer have an interest in the franchise. This means the duty to protect confidential information survives the end of the franchise relationship.
The Area Operator and their Owners must not use the confidential information in any business or capacity other than operating their Noodles & Company restaurant. They are required to exert their best efforts to maintain the confidentiality of the information. They are prohibited from making unauthorized copies of any confidential information, whether disclosed in written, electronic, or other form, and they cannot distribute, disclose, or otherwise cause the distribution of any of Noodles & Company's confidential information.
Noodles & Company also requires that Area Operators implement reasonable procedures to prevent unauthorized use or disclosure of confidential information. This includes using non-disclosure agreements with their owners, officers, directors, and general managers, and delivering these agreements to Noodles & Company. Upon termination of the franchise agreement, the Area Operator and their Owners must return all confidential information in their possession to Noodles & Company. These restrictions do not apply to information that becomes generally known in the restaurant industry, provided Noodles & Company gives prior written consent for its disclosure or use.