Does the definition of 'Territory' for a Learningrx franchise include any reservations or exceptions?
Learningrx Franchise · 2025 FDDAnswer from 2025 FDD Document
1.12 "Territory" means the territory described in Attachment I to this Agreement, subject to any reservations or exceptions contained in this Agreement.
4.5 Reservation of Rights.
Franchisee acknowledges that the Franchise granted hereunder is non-exclusive and that Franchisor and its Affiliates retain the exclusive right, among others:
(a) to own, use, operate and to license and Franchise others to use, the Marks and System for the operation of LearningRx Centers at any location other than in the Territory, regardless of proximity to the Territory;
(b) to use and Franchise the use of trademarks or service marks other than the Marks, whether in alternative channels of distribution or at any location including the Territory, except for products provided "trainer to student," in association with operations that are similar to or different than the LearningRx Center;
(c) to offer the services or products, or grant others the right to offer the services or products, whether using the Marks or other trademarks or service marks, except products provided "trainer to student", through alternative channels of distribution, including without limitation, retail locations and other channels of distribution (other than LearningRx Centers) such as stores, shops, kiosks, malls, airports, and college campuses, at special events and other channels of distribution such as television, mail order, catalog sales, wholesale to unrelated retail outlets, or over the Internet, whether inside or outside the Territory;
(d) to any websites utilizing a domain name incorporating the word "LEARNING" or "RX" or similar derivatives thereof.
Franchisor retains the sole right to market on the Internet and use the Marks on the Internet, including all use of websites, social networking sites, domain names, URL's, directory addresses, metatags, linking, advertising, and co-branding and other arrangements.
Franchisee may not independently market on the Internet, or use any domain name, social networking site, address, locator, link, metatag, or search technique, with words or symbols similar to the Marks or otherwise establish any presence on the Internet without Franchisor's prior written approval.
- (e) to acquire businesses that are the same as or similar to the LearningRx Center and operate such businesses regardless of where such businesses are located, including inside the Territory and to be acquired by any third-party which operates businesses that are the same as or similar to the LearningRx Center regardless of where such businesses are located, including inside the Territory;
Notwithstanding the foregoing, Franchisee acknowledges that prior to the term of this Agreement, Franchisor or its affiliate may have licensed to a third-party the right to use the System and/or Marks to operate a business that may be similar to the LearningRx Center operated by Franchisee under this Agreement pursuant to a PACE license or a Clinical license in a portion of Franchisee's Territory.
The pre-existing PACE licensee and/or Clinical licensee has the right to continue to operate the business per the PACE license and/or Clinical license in the portion of Franchisee's Territory and such ongoing use will not constitute a breach of this Agreement, including this Section 4.02 or an Area Developer Agreement, if any.
Source: Item 23 — RECEIPT (FDD pages 54–209)
What This Means (2025 FDD)
According to Learningrx's 2025 Franchise Disclosure Document, the definition of 'Territory' does include reservations or exceptions. The FDD specifies that the territory is subject to any reservations or exceptions contained within the franchise agreement.
Learningrx retains several rights within the franchisee's territory. These include the right to use and franchise others to use trademarks other than the Learningrx marks in alternative distribution channels, with the exception of products provided directly from trainer to student. Learningrx also reserves the right to offer services or products, or grant others the right to do so, through alternative channels of distribution, excluding Learningrx Centers, whether inside or outside the franchisee's territory. These alternative channels include retail locations, kiosks, malls, airports, special events, television, mail order, catalogs, wholesale outlets, and the Internet.
Furthermore, Learningrx maintains exclusive control over Internet marketing and the use of its marks online, including websites, social networking, domain names, and advertising. Franchisees are restricted from independent Internet marketing or using domain names similar to Learningrx's marks without prior written approval. Additionally, Learningrx reserves the right to acquire and operate businesses similar to Learningrx Centers, regardless of their location, including within a franchisee's territory.
Prior to the agreement, Learningrx or its affiliates may have already licensed a third party to use the Learningrx system and marks to operate a business similar to the Learningrx Center, such as a PACE or Clinical license, within a portion of the franchisee's territory. These pre-existing licensees retain the right to continue operating their businesses, which does not constitute a breach of the agreement.