What is the effect of termination on a Learningrx franchisee?

ed or convicted of any crime or misdemeanor involving children.

• (c) Franchisee or Franchisee's owner or any guarantor of this Agreement starts, acquires or operates a competing business or diverts or attempts to divert current or prospective customers to a competing business in violation of the terms of the Confidentiality and Covenant Not To Compete Agreement attached to this Agreement as Attachment IX, and incorporated herein by reference.
• 13.2 Effect of Termination. Franchisee or Franchisee's owner or any guarantor of this Agreement starts, acquires or operates a competing business or diverts or attempts to divert current or prospective customers to a competing business in violation of the terms of the Confidentiality and Covenant Not To Compete Agreement attached to this Agreement as Attachment IX, and incorporated herein by reference. Upon any termination or expiration of this Agreement, all obligations that by their terms or by reasonable implication survive termination, including those pertaining to non-competition, confidentiality, and indemnity, will remain in effect, and Franchisee must immediately:
• (a) promptly pay all amounts owed to Franchisor based on the operation of the Center through the effective date of termination;
• (b) return, at Franchisee's sole cost and expense, including but not limited to shipping costs, to Franchisor all copies of the Operations Manual, customer lists, records, files, instructions, brochures, advertising materials, testing materials of any form or nature, agreements, Confidential Information and any and all other materials provided by Franchisor to Franchisee or created by a third-party for Franchisee relating to the operation of the Business, all items containing any Marks, copyrights, and other proprietary items, and all other items specifically identified in any written communication to Franchisee or in the Operations Manual;
• (c) cancel or assign within five (5) business days all registrations relating to its use of any of the Marks, in Franchisor's sole and absolute discretion. Franchisee must notify the telephone, Internet, email, electronic network, directory, and listing entities of the termination or expiration of the Franchisee's right to use any numbers, addresses, domain names, locators, directories and listings associated with any of the Marks, and must authorize their transfer to the Franchisor or any new franchisee as may be directed by the Franchisor. The Franchisee acknowledges as between the Franchisor and the Franchisee, the Franchisor has the sole rights to, and interest in, all numbers, addresses, domain names, locators, directories and listings used by Franchisee to promote the System. The Franchisee hereby irrevocably appoints the Franchisor, with full power of substitution, as its true and lawful attorney-in-fact, which appointment is coupled with an interest, to execute such directions and authorizations as may be necessary or prudent to accomplish the foregoing. Such appointment is evidenced by Attachment IV;
• (d) cease doing business under any of the Marks, cancel any assumed name registration that includes any of the Marks, assign all domain names and Internet directory listings that contain the Marks to Franchisor, and refrain from identifying itself as a LearningRx franchisee;

• (e) allow Franchisor or representatives access to the Business and the computer systems to verify and secure Franchisee's compliance with the obligations under this Agreement;
• (f) allow Franchisor to make a final inspection and audit of Franchisee's computer system, books, records and accounts; and
  • (g) abide by the terms of the required noncompetition covenant.
• 13.3 Failure to Cease or Remove Identification. If, within thirty (30) days after termination of this Agreement by Franchisor, Franchisee fails to remove all displays of the Marks from the Center which are identified or associated with the System, Franchisor may enter the Center to effect removal. In this event, Franchisor will not be charged with trespass nor be accountable or required to pay for any displays or materials. If, within thirty (30) days after termination Franchisee has not taken all steps necessary to amend or terminate any registration or filing of any fictitious name or any other registration or filing containing the Marks, Franchisee hereby irrevocably appoints Franchisor as Franchisee's true and lawful attorney for Franchisee, for the purpose of amending or terminating all registrations and filings, this appointment being coupled with an interest to enable Franchisor to protect the System.
• 13.4 Other Claims. Termination of this Agreement will not affect, modify or discharge any claims, rights, causes of action or remedies, which Franchisor may have against Franchisee, whether such claims or rights arise before or after termination.
• 13.5 Other Remedies. In the case of any uncured default, Franchisor may elect, in Franchisor's sole discretion, to not terminate this Agreement but instead to impose fines or other penalties as are more fully set forth in the Operations Manual.
• 13.6 Early Termination Option. Beginning three (3) years after the date of this Agreement, Franchisee may, at its option, upon sixty (60) days prior written notice ("Notice Period") to franchisor, terminate this Agreement prior to its expiration date ("Early Termination Option") if, at the time of exercising its option, the Business has a negative Net Operating Income on a cash basis (as recorded in the Franchisee's accounting software), and verified by Certified Professional Accountant approved by Franchisor (at Franchisee's sole cost and expense) over any aggregated twelve (12) consecutive month period during the Term of this Agreement. If Franchisee exercises the Early Termination Option in strict compliance with the terms of this Section 13.06, Franchisor agrees to waive Franchisor's right to seek from Franchisee, and Franchisee shall not be liable in any way for, Franchisor's lost future profits, lost future royalty fees, and/or lost future marketing/advertising fees and Franchisee shall not be subject to any liquidated damages identified in the Franchise Agreement (collectively the "Lost Profits Damages"). Franchisee acknowledges and agrees that Franchisor retains the right to pursue Franchisee for any and all damages (including, by way of example, any and all monies owed to Franchisor prior to the termination of the Franchise Agreement, damages incurred by Franchisor as the result of Franchisee's conversion of existing or prospective customers, trademark damages, reputational damages, damages incurred by Franchisor as the result of Franchisee's failure to provide all paid for services to customers or refunds to customers), other than the Lost Profits Damages, incurred by Franchisor as the result of Franchisee's exercise of the Early Termination Option.

Source: Item 23 — RECEIPT (FDD pages 54–209)