What actions are Learningrx Spousal Affiliates prohibited from doing that could harm the goodwill associated with the Licensed Marks, Trade Secrets, or the System?
Learningrx Franchise · 2025 FDDAnswer from 2025 FDD Document
close or permit the disclosure of the Trade Secrets except to other employees of Franchisee and only to the limited extent necessary to train or assist other employees of Franchisee in the development or operation of a LearningRx Business.
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- Spousal Affiliate shall surrender any material containing some or all of the Trade Secrets to Franchisee or Franchisor, upon request, or upon termination of employment by Franchisee,
or upon conclusion of the use for which such information or material may have been furnished to Spousal Affiliate.
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- Spousal Affiliate shall not at any time, directly or indirectly, do any act that would or would likely be injurious or prejudicial to the goodwill associated with the Licensed Marks, the Trade Secrets or the System.
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- All Operations Manuals are loaned by Franchisor to Franchisee for limited purposes only and remain the property of Franchisor and may not be reproduced, in whole or in part, without Franchisor's written consent.
COVENANTS NOT TO COMPETE
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- In order to protect the goodwill and unique qualities of the System and the confidentiality and value of the Trade Secrets, and in consideration for the disclosure to Spousal Affiliate of the Trade Secrets, Spousal Affiliate further agrees and covenants that Spousal Affiliate will not without the prior written consent of Franchisor:
- a. Have any direct or indirect interest as a disclosed or beneficial owner in a Competitive Business, except with Franchisor's approval;
- b. Perform services as a director, officer, manager, employee, consultant, representative, agent or otherwise for a Competitive Business wherever operating except with Franchisor's approval;
- c. Employ, or seek to employ, any person who is at the time or was within the preceding 180 days employed by Franchisor, any of its affiliates or any of its franchisees, or otherwise directly or indirectly induce such person to leave that person's employment; or
- d. Divert or attempt to divert, directly or indirectly, any business, business opportunity or customer of the LearningRx Business to any competitor;
- e. Make any disparaging remarks, or otherwise take any action or do anything that could reasonably be anticipated to cause loss or damage to the business or business opportunities, affairs, reputation and goodwill of, or otherwise negatively reflect upon, Franchisor, the System or the Licensed Marks; and
The term "Competitive Business" as used in this Agreement will mean any business offering or granting franchises or licenses to others to provide: (i) learning enhancement courses, programs or products; (ii) brain training or cognitive training courses, programs or products; or (iii) math and reading training courses, programs, or products.
Source: Item 23 — RECEIPT (FDD pages 54–209)
What This Means (2025 FDD)
According to Learningrx's 2025 Franchise Disclosure Document, Spousal Affiliates play a crucial role in safeguarding the brand's reputation and confidential information. As such, they are bound by specific restrictions to protect Learningrx's interests. Spousal Affiliates are prohibited from taking any actions that could be detrimental to the goodwill associated with Learningrx's Licensed Marks, Trade Secrets, or the System. This encompasses a broad range of activities that could potentially harm the brand's image, proprietary information, and operational methods.
In addition to the general prohibition against harmful actions, Spousal Affiliates are subject to non-compete covenants. They cannot have any direct or indirect interest in a Competitive Business without prior written consent from Learningrx. A Competitive Business includes those offering or granting franchises or licenses to provide learning enhancement courses, brain training, or math and reading training programs. Spousal Affiliates are also barred from performing services for a Competitive Business, such as acting as a director, officer, manager, employee, consultant, or agent, unless Learningrx approves it.
Furthermore, Spousal Affiliates are prohibited from diverting or attempting to divert any business, business opportunity, or customer of the Learningrx Business to a competitor. They must also refrain from making any disparaging remarks or taking any action that could cause loss or damage to Learningrx's business, reputation, or goodwill. These restrictions apply both during the Spousal Affiliate's association with the franchisee and for a period of two years following the termination of that association. During this two-year period, the restrictions apply within the franchisee's territory, adjacent counties, and a fifty-mile radius from any Learningrx Training Center, as well as on the Internet or any multi-area marketing channels used by Learningrx.