What agreement outlines the terms of confidentiality and non-competition for LearningRx franchisees, owners, or guarantors?
Learningrx Franchise · 2025 FDDAnswer from 2025 FDD Document
y of the Trade Secrets; and,
WHEREAS, Franchisor and Franchisee have agreed in the Franchise Agreement on the importance to Franchisor and to Franchisee and other licensed users of the System of restricting the use, access and dissemination of the Trade Secrets; and,
WHEREAS, it may be necessary for the spouses or domestic partners of the owners of Franchisee ("Spousal Affiliates") to have access to and to use some or all of the Trade Secrets in the management and operation of Franchisee's LearningRx Business using the System; and,
WHEREAS, Franchisee has agreed to obtain from those Spousal Affiliates written agreements protecting the Trade Secrets and the System against unfair competition; and,
WHEREAS, Spousal Affiliate is by definition associated with Franchisee and will become privileged as to certain Confidential Information; and,
WHEREAS, Spousal Affiliate desires and needs to receive and use the Trade Secrets in the course of his or her relationship with one or more owners of Franchise; and,
WHEREAS, Spousal Affiliate acknowledges that receipt of and the right to use the Trade Secrets constitutes independent valuable consideration for the representations, promises and covenants made by Spousal Affiliate herein;
NOW THEREFORE, in consideration of the mutual covenant and obligations contained herein, the receipt and sufficiency of which are acknowledged, the parties agree as follows:
CONFIDENTIALITY AGREEMENT
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- Franchisor and/or Franchisee may disclose to Spousal Affiliate some or all of the Trade Secrets relating to the System. All information and materials, including, without limitation, Operations Manuals, drawings, marketing techniques, specifications, techniques and compilations of data that Franchisor provides to Franchisee and/or Spousal Affiliate shall be deemed confidential Trade Secrets for the purposes of this Agreement.
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- Spousal Affiliate shall receive the Trade Secrets in confidence and shall, at all times, maintain them in confidence, and use them only in the course of his or her employment or association with a Franchisee and then only in connection with the development and/or operation by Franchisee of a LearningRx Business for so long as Franchisee is licensed by Franchisor to use the System.
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- Spousal Affiliate shall not at any time make copies of any documents or compilations containing some or all of the Trade Secrets without Franchisor's express written permission.
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- Spousal Affiliate shall not at any time disclose 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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Source: Item 23 — RECEIPT (FDD pages 54–209)
What This Means (2025 FDD)
According to the 2025 Learningrx Franchise Disclosure Document, both confidentiality and non-competition are addressed in agreements that franchisees, their affiliates, and potentially their spouses or domestic partners must adhere to. The confidentiality of Learningrx's trade secrets is protected through a specific Confidentiality Agreement. This agreement ensures that franchisees and their affiliates maintain the secrecy of proprietary information, including operations manuals, marketing techniques, and data compilations, using them only for the benefit of the Learningrx business during the franchise term.
The FDD also describes Covenants Not to Compete, which restrict franchisees and their affiliates from engaging in any Competitive Business during the term of the Franchise Agreement and for a period of two years after its termination. A Competitive Business is defined as any business offering learning enhancement, brain training, or math and reading training courses, programs, or products. These restrictions apply within the franchisee's territory, adjacent counties, areas under development by Learningrx or its franchisees, and within a fifty-mile radius of any Learningrx center, as well as on the Internet or other multi-area marketing channels used by Learningrx.
Furthermore, spouses or domestic partners of Learningrx franchisees may also be required to sign agreements guaranteeing the franchisee's performance and agreeing to be bound by the terms of the Franchise Agreement, including the confidentiality and non-competition clauses. These agreements aim to protect Learningrx's goodwill, trade secrets, and competitive position by preventing franchisees, their affiliates, and related parties from using confidential information to compete with Learningrx, either during the franchise term or for a specified period afterward. Prospective franchisees should carefully review these agreements to understand the full scope of their obligations and restrictions.