What is the definition of "Notice Period" in the context of Learningrx's early termination option?

According to the 2025 Learningrx Franchise Disclosure Document, the "Notice Period" refers to the timeframe a franchisee must provide Learningrx before terminating the franchise agreement early. Specifically, a Learningrx franchisee has the option to terminate the agreement prior to its expiration, starting three years after the agreement's date. To do so, the franchisee must give Learningrx sixty (60) days prior written notice. This advance notification is termed the "Notice Period."

However, this Early Termination Option is contingent upon specific financial conditions. The Learningrx center must have a negative Net Operating Income on a cash basis, as recorded in the franchisee's accounting software. This financial status needs to be verified by a Certified Professional Accountant approved by Learningrx, and the franchisee bears the cost of this verification. The negative income must persist over any aggregated twelve (12) consecutive month period during the term of the agreement.

If a Learningrx franchisee properly exercises this Early Termination Option, Learningrx agrees to waive its right to claim "Lost Profits Damages" from the franchisee. These damages include lost future profits, lost future royalty fees, and lost future marketing/advertising fees. The franchisee will not be subject to any liquidated damages related to these lost profits as outlined in the Franchise Agreement. However, Learningrx retains the right to pursue the franchisee for other damages, such as monies owed before termination, damages from customer conversion, trademark or reputational damages, or failure to provide paid services or refunds. Therefore, while the Early Termination Option provides some financial protection, it does not absolve the franchisee of all potential liabilities.