Are the covenants in the Learningrx agreement construed as independent of each other?
Learningrx Franchise · 2025 FDDAnswer from 2025 FDD Document
- 9.03.
Independent Covenants.
The parties agree that each of the foregoing covenants shall be construed as independent of any other covenant or provision of this Agreement.
If any or all portions of the covenants in this Section 9 is held unreasonable or unenforceable by a court or agency having valid jurisdiction in an unappealed final decision to which Franchisor is a party, Area Developer expressly agrees to be bound by any lesser covenant subsumed within the terms of such covenant that imposes the maximum duty permitted by law, as if the resulting covenant were separately stated in and made a part of this Section 9.
Source: Item 23 — RECEIPT (FDD pages 54–209)
What This Means (2025 FDD)
According to Learningrx's 2025 Franchise Disclosure Document, the covenants within the agreement are designed to be independent of each other. Specifically, Section 9.03 of the agreement states that each covenant should be interpreted as separate and distinct from any other covenant or provision included in the agreement.
This independence means that if one part of the agreement is found to be unenforceable, it does not automatically invalidate the other covenants. This is important for Learningrx, as it allows the franchisor to maintain the enforceability of key provisions like non-compete clauses, even if other parts of the agreement face legal challenges.
For a prospective Learningrx franchisee, this clause implies that they cannot argue a breach of one covenant as a defense against complying with another. Each obligation stands on its own. This could have significant implications in disputes, as franchisees must adhere to each covenant independently, regardless of any issues they may perceive with other aspects of the agreement.
Furthermore, if a court deems any part of the covenants in Section 9 unreasonable or unenforceable, the Area Developer (or franchisee) agrees to be bound by any lesser covenant within the terms that imposes the maximum duty permitted by law. This ensures that Learningrx can still enforce the broadest possible restrictions legally allowed, protecting its interests even if the original terms are modified by a legal decision.