What is the Learningrx franchisee's obligation regarding the confidentiality agreement?
Learningrx Franchise · 2025 FDDAnswer from 2025 FDD Document
e Secrets and adopt reasonable procedures to prevent unauthorized disclosure of our Trade Secrets and Confidential Information.
We will disclose parts of the Confidential Information and Trade Secrets to you as we deem necessary or advisable for the development of your LearningRx Center during training and in guidance and assistance furnished to you under the Franchise Agreement, and you may learn or obtain from us additional Confidential Information and Trade Secrets during the term of the Franchise Agreement. The Confidential Information and Trade Secrets are valuable assets of ours and are disclosed to you on the condition that you, and your owners, if you are a business entity, and employees agree to maintain the information in confidence by entering into a confidentiality agreement that we can enforce.
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.
No patents are material to us at this time.
We have the right to inspect, copy and use all records with respect to the clients (in accordance with state and federal law), suppliers, and other services providers of, and related in any way to your LearningRx Center. This includes, without limitation, all databases (whether in print, electronic, or other form), including, among other things, all names, addresses, phone numbers, e-mail addresses, and client records. To the greatest extent permitted by law, we may use or transfer the records in any way we wish, both before and after any termination, expiration, repurchase, transfer or otherwise. We may contact any or all of your customers, suppliers, and other service providers for quality control, market research, and such other purposes, as we deem appropriate, at our sole discretion.
You must disclose to us all ideas, techniques and products concerning the development and operation of the LearningRx Center you, your Manager or your employees conceive or develop during the term of the Franchise Agreement.
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, franchisees have several obligations regarding confidential information. Learningrx will disclose confidential information and trade secrets to the franchisee as necessary for the development of their Learningrx Center during training and ongoing support. As a condition of receiving this information, the franchisee, its owners (if a business entity), and employees must agree to maintain the confidentiality of the information by entering into a confidentiality agreement that Learningrx can enforce.
The franchisee must also notify Learningrx within three days if they become aware of any potential infringement or unauthorized use of Learningrx's copyrighted works, confidential information, or trade secrets. While Learningrx has the right to take action to protect its intellectual property, it is not obligated to do so. The franchisee is prohibited from contesting Learningrx's rights to its copyrighted works, confidential information, or trade secrets and may only communicate with Learningrx and its counsel regarding any infringement, challenge, or claim. Franchisees must also sign documents and provide assistance as deemed necessary by Learningrx's counsel to protect Learningrx's interests.
Furthermore, franchisees are explicitly prohibited from revealing any of Learningrx's confidential information to any other person or using it for any other person or business, both during the term of the Franchise Agreement and after it expires or is terminated. They also cannot copy or give Learningrx's confidential information to a third party unless authorized by Learningrx. All persons affiliated with the franchisee must sign Learningrx's Confidentiality and Covenant Not to Compete Agreement. Confidential information includes various aspects of the Learningrx system, such as services, technologies, procedures, systems of operation, programs, products, policies, and the Operations Manual.