Does the Learningrx franchisor have the right to modify the covenant not to compete?

According to the 2025 Learningrx Franchise Disclosure Document, the franchisor has the right to modify the covenant not to compete for Area Developers. Specifically, Learningrx, in its sole discretion, can reduce the scope of any covenant set forth in Sections 9.01 and 9.02 of the agreement, or any portion thereof, without the Area Developer's consent. This modification becomes effective immediately upon the Area Developer receiving written notice.

This means that Learningrx has the power to lessen the restrictions on an Area Developer's activities after the agreement terminates. The Area Developer is obligated to comply with the modified covenant immediately after receiving notice, and the modified covenant will be fully enforceable.

This clause provides Learningrx with flexibility in managing its franchise network and addressing potential competitive issues. However, it also introduces uncertainty for the Area Developer, as the scope of the non-compete obligations can change during the term of the agreement without their consent. Prospective Area Developers should carefully consider this provision and its potential impact on their future business activities.

It is important to note that this modification clause specifically applies to Area Developers and the covenants outlined in Sections 9.01 and 9.02 of their agreement. The FDD does not explicitly state whether a similar modification right exists for standard franchisees, so prospective franchisees should seek clarification on this point from Learningrx.