Is the Seller allowed to disclose provisions of the Noodles & Company agreement to its lenders?
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.
Source: Item 23 — RECEIPT (FDD pages 99–350)
What This Means (2025 FDD)
According to the 2025 Noodles & Company Franchise Disclosure Document, franchisees are restricted in disclosing confidential information. Noodles & Company will disclose parts of their Confidential Information to the franchisee solely for use in the operation of their Noodles & Company Restaurant. The franchisee may only disclose such confidential information as Noodles & Company agrees to in writing it may be disclosed.
This means that a Noodles & Company franchisee needs to obtain written permission from Noodles & Company before disclosing any confidential information to lenders or other parties. This restriction applies both during the term of the franchise agreement and indefinitely thereafter.
The FDD specifies that confidential information includes trade secrets and that franchisees must exert their best efforts to maintain confidentiality. Unauthorized copies or distribution of confidential information are prohibited. This is a fairly standard clause in franchise agreements to protect the brand's proprietary information and competitive advantage.