What commercially reasonable efforts must a Learningrx franchisee make to ensure their Spousal Affiliate complies with the agreement?
Learningrx Franchise · 2025 FDDAnswer from 2025 FDD Document
xchange or traded on the over-the-counter market that represent five percent (5%) or less of the number of shares of that class of securities issued and outstanding. Spousal Affiliate, Franchisee, and its officers, directors, shareholders, managers, members and partners expressly acknowledge that they possess skills and abilities of a general nature and have other opportunities for exploiting such skills. Consequently, enforcement of the covenants made in this Section will not deprive them of their personal goodwill or ability to earn a living.
MISCELLANEOUS
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- Franchisee shall make all commercially reasonable efforts to ensure that Spousal Affiliate acts as required by this Agreement.
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- Spousal Affiliates acknowledge and agree that Spousal Affiliates are signing this Agreement as a condition for receiving access to, and the ability to use, Franchisor's confidential information in the performance of Spousal Affiliates' duties and obligations as an owner, spouse, employee or contractor of Franchisee and that the execution of this Agreement will not be deemed to create an employment relationship between Franchisor and Spousal Affiliates and Franchisor. Spousal Affiliates hereby waive, to the greatest extent permitted by federal law and the law of the state or states in which Spousal Affiliates reside and are employed by Franchisee, any claim that Spousal Affiliates may have to be deemed to be an employee of Franchisor by virtue of signing this Agreement.
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- Franchisee and Spousal Affiliate agree that in the event of a breach of this Agreement, Franchisor would be irreparably injured and be without an adequate remedy at law. Therefore, in the event of such a breach, or threatened or attempted breach of any of the provisions hereof, Franchisor shall be entitled to enforce the provisions of this Agreement and shall be entitled, in addition to any other remedies that are made available to it at law or in equity, including the right to terminate the Franchise Agreement, to a temporary and/or permanent injunction and/or a decree for the specific performance of the terms of this Agreement, without the necessity of showing actual or threatened
harm and without being required to furnish a bond or other security.
Source: Item 23 — RECEIPT (FDD pages 54–209)
What This Means (2025 FDD)
According to Learningrx's 2025 Franchise Disclosure Document, a franchisee must make all commercially reasonable efforts to ensure that their Spousal Affiliate acts as required by the agreement. This requirement is part of the miscellaneous provisions outlined in the franchise agreement. The agreement also stipulates that Spousal Affiliates must acknowledge that they are signing the agreement to gain access to Learningrx's confidential information, and this does not create an employment relationship between the franchisor and the Spousal Affiliate. Spousal Affiliates also waive any claims to be deemed an employee of Learningrx due to signing the agreement, to the extent permitted by law.
This provision is significant because it places a direct responsibility on the Learningrx franchisee to actively manage and oversee the actions of their Spousal Affiliate to ensure compliance with the franchise agreement. The term "commercially reasonable efforts" is somewhat subjective but generally implies that the franchisee must take proactive steps that are typical and prudent in a business context. This could include regular communication, training, and monitoring of the Spousal Affiliate's activities to prevent any breaches of the agreement.
Furthermore, the agreement emphasizes the protection of Learningrx's trade secrets and confidential information. Spousal Affiliates are required to maintain confidentiality and use the information only in connection with the Learningrx business. They are also prohibited from engaging in activities that could harm the goodwill associated with the licensed marks or the system. This underscores the importance of the franchisee's role in ensuring that the Spousal Affiliate understands and adheres to these obligations to safeguard the franchisor's interests.
In the event of a breach, Learningrx is entitled to enforce the provisions of the agreement, including seeking injunctive relief and specific performance, in addition to any other legal or equitable remedies. The agreement also specifies that the Spousal Affiliate is responsible for covering all expenses, including court costs and reasonable attorney's fees, incurred by Learningrx and the franchisee in enforcing the agreement. This financial responsibility further incentivizes compliance and highlights the potential consequences of failing to adhere to the terms of the agreement.