What specific activities are prohibited within the Protected Area or specified radius of a Noodles & Company restaurant after leaving the franchise?
Noodles_Company Franchise · 2025 FDDAnswer from 2025 FDD Document
aurant to any competitor, by direct or indirect inducement or otherwise, or do or perform, directly or indirectly, any other act injurious or prejudicial to the goodwill associated with Noodles & Company's Marks or the System.
- (b) [Intentionally omitted]
- (c) Own, maintain, advise, be employed by, consult for, make loans to, operate, engage in or have an ownership interest (including any right to share in revenues or profits) in any Competitive Business which is, or is intended to be located within:
- (1) the Protected Area;
- (2) a radius of 15 miles from your Noodles & Company Restaurant;
- (3) a radius of 15 miles of any Noodles & Company Restaurant; or
- (4) the United States.
- (1) the Protected Area;
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- For a continuous uninterrupted period commencing upon the expiration or termination of the Franchise Agreement and for two years thereafter, you and your Owners, shall not, without Noodles & Company's prior written consent, either directory or indirectly, for yourself or through, on behalf of, or in conjunction with any person, persons, partnership, limited liability company, or corporation:
- (a) Divert or attempt to divert any business or customer of any Noodles & Company Restaurant to any competitor, by direct or indirect inducement or otherwise, or
do or perform, directly or indirectly, any other act injurious or prejudicial to the goodwill associated with Noodles & Company's Marks or the System.
- (b) [Intentionally omitted]
- (c) Own, maintain, advise, be employed by, consult for, make loans to, operate, engage in or have an ownership interest (including any right to share in revenues or profits) in any Competitive Business which is, or is intended to be located within:
- (1) the Protected Area;
- (2) a radius of 15 miles from your Noodles & Company Restaurant;
- (3) a radius of 15 miles of any Noodles & Company Restaurant; or
- (4) any Designated Market Area (as defined by Nielsen Media Research) where any Noodles & Company Restaurant is located.
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- Notwithstanding the foregoing, you will have no obligation under Section 5 or Section 6 after the second anniversary of the later of (a) the date you cease to have an ownership interest in Franchisee or (b) the date you cease to render services to Franchisee.
-
- You and each of your Owners expressly acknowledge the possession of skills and abilities of a general nature and the opportunity to exploit such skills in other ways, so that enforcement of the covenants contained in Sections 5 and 6 will not deprive any of you of your personal goodwill or ability to earn a living. If any covenant herein which restricts competitive activity is deemed unenforceable by virtue of its scope or in terms of geographical area, type of business activity prohibited and/or length of time, but could be rendered enforceable by reducing any part or all of it, you and we agree that it will be enforced to the fullest extent permissible under applicable law and public policy.
Source: Item 23 — RECEIPT (FDD pages 99–350)
What This Means (2025 FDD)
According to the 2025 Noodles & Company Franchise Disclosure Document, for two years after the franchise agreement expires or terminates, former franchisees and their owners are restricted from certain activities without Noodles & Company's written consent. These restrictions apply to the Protected Area, within 15 miles of the former franchisee's Noodles & Company Restaurant, within 15 miles of any Noodles & Company Restaurant, or in any Designated Market Area (as defined by Nielsen Media Research) where a Noodles & Company Restaurant is located.
The prohibited activities include diverting or attempting to divert business or customers from any Noodles & Company Restaurant to a competitor, either directly or indirectly, or performing any action that harms the goodwill associated with Noodles & Company's trademarks or the System. Additionally, former franchisees are barred from owning, maintaining, advising, being employed by, consulting for, making loans to, operating, engaging in, or having any ownership interest in a Competitive Business within the specified areas. This encompasses any right to share in the revenues or profits of such a business.
However, these obligations cease two years after the later of the date the franchisee ceases to have an ownership interest in the franchise or the date they stop providing services to the franchise. Noodles & Company acknowledges that franchisees possess general skills and opportunities to use them in other ways, so enforcing these covenants should not deprive them of their personal goodwill or ability to earn a living. If any part of the covenant restricting competitive activity is deemed unenforceable, it will be enforced to the fullest extent permissible under applicable law. Noodles & Company retains the right to seek injunctive relief against any conduct that violates these terms, and franchisees agree to cover Noodles & Company's costs and legal fees if they prevail in enforcing the agreement.