What duties and obligations of the Learningrx franchisee affiliate allow them access to confidential information?
Learningrx Franchise · 2025 FDDAnswer from 2025 FDD Document
rets in the course of his employment or association in order to effectively perform the services for Franchisee; and,
WHEREAS, Franchisee Affiliate acknowledges that receipt of and the right to use the Trade Secrets constitutes independent valuable consideration for the representations, promises and covenants made by Franchisee Affiliate herein;
NOW THEREFORE, in consideration of the mutual covenant and obligations contained herein, the receipt and sufficiency of which are acknowledged, the parties agree as follows:
CONFIDENTIALITY AGREEMENT
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- Franchisor and/or Franchisee may disclose to Franchisee Affiliate some or all of the Trade Secrets relating to the System. All information and materials, including, without limitation, Operations Manuals, drawings, marketing techniques, specifications, techniques and compilations of data that Franchisor provides to Franchisee and/or Franchisee Affiliate shall be deemed confidential Trade Secrets for the purposes of this Agreement.
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- Franchisee Affiliate shall receive the Trade Secrets in confidence and shall, at all times, maintain them in confidence, and use them only in the course of his employment or association
with a Franchisee and then only in connection with the development and/or operation by Franchisee of a LearningRx Business for so long as Franchisee is licensed by Franchisor to use the System.
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- Franchisee Affiliate shall not at any time make copies of any documents or compilations containing some or all of the Trade Secrets without Franchisor's express written permission.
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- Franchisee Affiliate shall not at any time disclose or permit the disclosure of the Trade Secrets except to other employees of Franchisee and only to the limited extent necessary to train or assist other employees of Franchisee in the development or operation of a LearningRx Business.
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- Franchisee Affiliate shall surrender any material containing some or all of the Trade Secrets to Franchisee or Franchisor, upon request, or upon termination of employment by Franchisee, or upon conclusion of the use for which such information or material may have been furnished to Franchisee Affiliate.
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- Franchisee Affiliate shall not at any time, directly or indirectly, do any act that would or would likely be injurious or prejudicial to the goodwill associated with the Licensed Marks, the Trade Secrets or the System.
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- All Operations Manuals are loaned by Franchisor to Franchisee for limited purposes only and remain the property of Franchisor and may not be reproduced, in whole or in part, without Franchisor's written consent.
Source: Item 23 — RECEIPT (FDD pages 54–209)
What This Means (2025 FDD)
According to Learningrx's 2025 Franchise Disclosure Document, both Franchisee Affiliates and Spousal Affiliates may gain access to Learningrx's trade secrets and confidential information through their association with a Learningrx franchisee. Franchisee Affiliates can access confidential information if the franchisor and/or franchisee disclose trade secrets relating to the Learningrx system to them. All information and materials, including Operations Manuals, drawings, marketing techniques, specifications, techniques, and compilations of data provided by Learningrx are deemed confidential trade secrets.
For Franchisee Affiliates to maintain access to this information, they must adhere to specific obligations. They must keep the trade secrets confidential and use them only during their employment or association with a franchisee, specifically for developing or operating a Learningrx business while the franchisee is licensed. Franchisee Affiliates are prohibited from making copies of confidential documents without Learningrx's written permission and can only disclose trade secrets to other Learningrx employees to the extent necessary for training or assistance. Upon request or termination of employment, they must surrender all materials containing trade secrets.
Similarly, Spousal Affiliates can access confidential information if the franchisor and/or franchisee disclose trade secrets relating to the Learningrx system to them. All information and materials, including Operations Manuals, drawings, marketing techniques, specifications, techniques, and compilations of data provided by Learningrx are deemed confidential trade secrets. Spousal Affiliates must also agree to protect Learningrx's trade secrets and system against unfair competition. They must receive and use the trade secrets only in connection with their relationship with the franchisee. Like Franchisee Affiliates, Spousal Affiliates are bound by confidentiality and non-compete agreements to protect Learningrx's interests.