Regarding the Noodles & Company franchise, who is required to execute the Confidentiality and Non-Competition Agreement?
Noodles_Company Franchise · 2025 FDDAnswer from 2025 FDD Document
(To be executed by all owners and Operating Partners)
In conjunction with your investment in or provision of services to ("Area Operator"), you ("Investor" or "you") acknowledge and agree as follows:
Area Operator owns and operates, or is developing, Noodles & Company restaurants pursuant to an Area Development Agreement, ("Area Development Agreement") with Noodles & Company, a copy of which is attached hereto.
The Area Development Agreement requires persons with legal or beneficial ownership interests in Area Operator under certain circumstances to be personally bound by the confidentiality and non-competition covenants contained in the Area Development Agreement.
You are entering into this Agreement to induce Noodles & Company to enter into the Area Development Agreement.
All capitalized terms contained herein and not otherwise defined herein shall have the same meaning set forth in the Area Development Agreement.
You acknowledge and agree that your execution of this Agreement is a condition to Noodles & Company entering into the Area Development Agreement that you have received good and valuable consideration for executing this Agreement.
Noodles & Company may enforce this Agreement directly against you and your Owners (as defined below).
If you are a corporation, partnership, limited liability company, or other entity, all persons who have a legal or beneficial interest in you, including your Director of Operations ("Owners") must also execute this Agreement.
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, all owners and Operating Partners are required to execute the Confidentiality and Non-Competition Agreement. If the franchisee is a corporation, partnership, limited liability company, or other entity, all persons who have a legal or beneficial interest in the franchisee, also known as "Owners," must also execute the agreement.
This agreement is crucial for protecting Noodles & Company's confidential information and trade secrets. By signing, individuals agree not to use the confidential information in any other business or capacity, maintain its confidentiality, and refrain from making unauthorized copies or distributing it. Noodles & Company can directly enforce this agreement against the franchisee and their Owners.
Prospective Noodles & Company franchisees should be aware that this requirement extends beyond the primary franchisee to include anyone with a legal or beneficial interest in the business entity. This ensures that all individuals with access to sensitive information are bound by the confidentiality and non-competition terms, safeguarding the Noodles & Company system. Franchisees should carefully review the agreement and ensure all relevant parties are prepared to comply with its terms.