What procedures must a Noodles & Company franchisee implement to prevent unauthorized use of confidential information?
Noodles_Company Franchise · 2025 FDDAnswer from 2025 FDD Document
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.
Source: Item 15 — OBLIGATION TO PARTICIPATE IN THE ACTUAL OPERATION OF THE FRANCHISE BUSINESS (FDD pages 60–62)
What This Means (2025 FDD)
According to the 2025 Noodles & Company Franchise Disclosure Document, franchisees and their owners must take specific steps to protect the company's confidential information. These steps include exerting their best efforts to maintain the confidentiality of the information, and not making unauthorized copies of any confidential information disclosed in written, electronic, or other form. Franchisees must also implement all reasonable procedures that Noodles & Company prescribes to prevent unauthorized use or disclosure.
To ensure compliance, Noodles & Company requires franchisees to use non-disclosure agreements with their owners, officers, directors, and general managers, and to deliver these agreements to Noodles & Company. Franchisees and their owners are prohibited from disclosing or distributing confidential information unless Noodles & Company provides written permission beforehand. At the end of the franchise term, all confidential information in the franchisee's possession must be returned to Noodles & Company.
The definition of "Confidential Information" is broad, encompassing proprietary details related to the development and operation of Noodles & Company restaurants. This includes, but is not limited to, ingredients, recipes, methods of food preparation, site selection criteria, marketing programs, supplier information, operating results, inventory control methods, computer systems, and the franchise agreement itself. This obligation extends beyond the termination of the franchise agreement, ensuring long-term protection of Noodles & Company's trade secrets and proprietary information.