What actions are Learningrx Franchisee Affiliates prohibited from doing that could harm the goodwill associated with the Licensed Marks, Trade Secrets, or the System?

According to the 2025 Learningrx Franchise Disclosure Document, Franchisee Affiliates are prohibited from taking actions that could harm the goodwill associated with Learningrx's Licensed Marks, Trade Secrets, or System. Specifically, Franchisee Affiliates must not engage in any activity that would likely be injurious or prejudicial to this goodwill. This encompasses a broad range of behaviors that could negatively impact Learningrx's reputation and business opportunities.

This restriction is in place to protect the economic advantages that Learningrx gains from its Licensed Marks and Trade Secrets, which are not generally known to its competitors. The Franchise Disclosure Document emphasizes that Learningrx has taken and intends to continue taking reasonable steps to maintain the confidentiality and secrecy of its Trade Secrets. The agreement between Learningrx and its franchisees underscores the importance of restricting the use, access, and dissemination of these Trade Secrets to maintain a competitive edge and protect the integrity of the Learningrx system.

For a prospective Learningrx franchisee, this means that any individuals associated with their franchise as Franchisee Affiliates (employees, agents, or anyone with an interest in the franchise) must also adhere to these restrictions. Franchisees are responsible for obtaining written agreements from their Franchisee Affiliates to ensure the protection of Trade Secrets and prevent unfair competition. This obligation extends to Spousal Affiliates as well, highlighting the importance Learningrx places on safeguarding its intellectual property and brand reputation through all levels of its franchise network.

In practical terms, a Learningrx franchisee needs to ensure that all individuals associated with their business are fully aware of these restrictions and understand the importance of maintaining confidentiality and avoiding any actions that could harm Learningrx's goodwill. This includes implementing training programs and internal policies to reinforce these obligations and protect Learningrx's interests. Failure to comply with these requirements could result in legal repercussions and damage to the franchisee's relationship with Learningrx.