How does Learningrx define the Territory granted to a franchisee?
Learningrx Franchise · 2025 FDDAnswer from 2025 FDD Document
ise Agreement, Section 5). The table of contents is attached as Exhibit F.
ITEM 12 TERRITORY
We will grant to you a territory ("Territory") defined by population size. A Micro Franchise has a population of less than 100,000; and a Standard Franchise has a population of 100,000 to 200,000 people, as determined by us. Your Territory may be delineated by boundary streets, highways, counties, or zip codes. We will not operate through our current trademarks, any permanent LearningRx Centers or grant franchises for a similar or competitive business within your Territory as long as you meet minimum revenue requirements, but we have the right to do so anywhere outside your Territory at any time. You will not receive an exclusive territory. You may face competition from other franchisees, from outlets that we own, or from other channels of distribution or competitive brands that we control. You may also have preexisting PACE Licensees and Clinical Licensees offering educational services under different trademarks and trade names operating in your Territory. You will operate from 1 location approved by us and must receive our permission before relocating. We will grant approval to relocate if you are in compliance with the Franchise Agreement, you have paid all money owed to us and/or our affiliates, and the proposed location meets our site selection criteria as specified in the Operations Manual. Once established and unless otherwise agreed, the boundaries of your Territory will not be adjusted without our prior written consent regardless of whether the population of your Territory increases or decreases over time.
If you request to relocate your Center, this will be subject to our approval, which we have the right to grant or deny for any reason or no reason. Any relocation will be subject to the site selection and lease provisions contained in the Franchise Agreement and Operations Manual. You will not be required to pay us a relocation fee ("Relocation Fee") for the first request to relocate your Center within the Initial Term of the Franchise Agreement or any Successor Term. You will be required to pay us a Relocation Fee of $250 if you request to relocate your Center a second time within the Initial Term of the Franchise Agreement or any Successor Term. You will be required to pay us a Relocation Fee of $500 if you request to relocate your Center a third time within the Initial Term of the Franchise Agreement or any Successor Term. Any relocation of your Center will be at your sole expense. Our approval will, among other things, be based on the following factors: population density, income levels, general location guidelines, proximity of the proposed site to other LearningRx Centers, and the time it will take to relocate your Center.
Your Territory does not extend to, and you may not advertise independently on, the Internet or World Wide Web. We will maintain LearningRx Center Web pages, which will include information regarding your Center.
Source: Item 12 — TERRITORY (FDD pages 33–35)
What This Means (2025 FDD)
According to Learningrx's 2025 Franchise Disclosure Document, the territory granted to a franchisee is defined primarily by population size. A Micro Franchise territory contains a population of less than 100,000 people, while a Standard Franchise territory includes a population ranging from 100,000 to 200,000 people. Learningrx determines the population size and may delineate the territory using boundary streets, highways, counties, or zip codes. Although Learningrx will not operate or franchise similar businesses within the franchisee's territory as long as minimum revenue requirements are met, the franchise agreement does not grant an exclusive territory.
Several factors can impact a Learningrx franchisee's territory. Franchisees may face competition from other franchisees, company-owned outlets, alternative distribution channels, or competitive brands controlled by Learningrx. Pre-existing PACE Licensees and Clinical Licensees offering educational services under different trademarks may also operate within the territory. The franchisee must operate from a location approved by Learningrx and obtain permission before relocating, with relocation approval contingent on compliance with the Franchise Agreement, payment of all dues, and meeting site selection criteria outlined in the Operations Manual.
Learningrx also retains significant rights within and outside the franchisee's territory. They can operate Learningrx Centers or remote training services outside the territory, sell products or services through alternative channels of distribution (including the Internet, retail locations, and telemarketing), and use other proprietary marks or methods. Learningrx can also purchase or merge with any business, even those that compete directly with the franchisee. Furthermore, Learningrx reserves the right to implement multi-area marketing programs, potentially impacting pricing and service strategies within the franchisee's territory.
To maintain the territory, a Learningrx franchisee must meet annual minimum Gross Revenue quotas, starting six months after opening. These quotas are $50,000 for every 100,000 people in the territory for the first 12 months, $75,000 for the second 12 months, and $100,000 for each subsequent 12-month period. Failure to meet these quotas may result in the loss of territory exclusivity, potentially allowing Learningrx to offer a location to an additional franchisee within the original territory. Franchisees do not automatically gain the right to acquire additional franchises within their area and must sign a separate Area Development Agreement to develop multiple centers.