Does the Learningrx Franchise Agreement require the franchisor to take affirmative action in response to a notification of infringement or misuse?
Learningrx Franchise · 2025 FDDAnswer from 2025 FDD Document
You must notify us within three days after you learn about another's use of language, a visual image, or a recording of any kind, that you perceive to be identical or substantially similar to one of our Copyrighted Works or use of our Confidential Information or Trade Secrets or if someone challenges your use of our Copyrighted Works, Confidential Information or Trade Secrets. We will take whatever action we deem appropriate, in our sole and absolute discretion, to protect our rights in and to the Copyrighted Works, Confidential Information or Trade Secrets, which may include payment of reasonable costs associated with the action. However, the Franchise Agreement does not require us to take affirmative action in response to any apparent infringement of or challenge to your use of any Copyrighted Works, Confidential Information or Trade Secrets or claim by any person of any rights in any Copyrighted Works, Confidential Information or Trade Secrets. You must not directly or indirectly contest our rights to any of our Copyrighted Works, Confidential Information or Trade Secrets. You may not communicate with anyone except us and our counsel with respect to any infringement, challenge or claim. We will have discretion to take action as we deem appropriate regarding any infringement, challenge or claim, and the sole right to control exclusively any litigation or other proceeding arising out of any infringement, challenge or claim under any Copyrighted Works, Confidential Information or Trade Secrets. You must sign any and all instruments and documents, give the assistance, and do acts and things that may, in the opinion of our counsel, be necessary to protect and maintain our interests in any litigation or proceeding or to protect and maintain our interests in the Copyrighted Works, Confidential Information or Trade Secrets.
Source: Item 14 — PATENTS, COPYRIGHTS AND PROPRIETARY INFORMATION (FDD pages 37–40)
What This Means (2025 FDD)
According to Learningrx's 2025 Franchise Disclosure Document, the Franchise Agreement does not mandate that Learningrx take affirmative action when notified of potential copyright or proprietary information infringements. However, franchisees are required to notify Learningrx within three days of discovering any potential misuse of their copyrighted works, confidential information, or trade secrets. This notification also applies if a third party challenges the franchisee's use of Learningrx's protected information.
Upon receiving such notification, Learningrx retains the sole and absolute discretion to decide what action, if any, it will take to protect its rights. This discretion includes deciding whether to pursue legal action and who will control any resulting litigation. While Learningrx may choose to cover reasonable costs associated with protecting its intellectual property, it is not obligated to do so.
As a Learningrx franchisee, you are prohibited from independently contesting Learningrx's rights to its copyrighted works, confidential information, or trade secrets. All communication regarding potential infringements or challenges must be directed exclusively to Learningrx and its counsel. Franchisees are also obligated to assist Learningrx by signing documents and providing assistance as deemed necessary by Learningrx's counsel to protect their interests.
This arrangement places the responsibility of monitoring and reporting potential infringements on the franchisee, while granting Learningrx complete control over the response. Prospective franchisees should consider the potential costs and risks associated with this arrangement, including the possibility that Learningrx may choose not to take action against an infringement that could negatively impact their business.