Does Learningrx grant exclusive territories to franchisees?
Learningrx Franchise · 2025 FDDAnswer from 2025 FDD Document
ise Agreement, Section 5). The table of contents is attached as Exhibit F.
ITEM 12 TERRITORY
We will grant to you a territory ("Territory") defined by population size. A Micro Franchise has a population of less than 100,000; and a Standard Franchise has a population of 100,000 to 200,000 people, as determined by us. Your Territory may be delineated by boundary streets, highways, counties, or zip codes. We will not operate through our current trademarks, any permanent LearningRx Centers or grant franchises for a similar or competitive business within your Territory as long as you meet minimum revenue requirements, but we have the right to do so anywhere outside your Territory at any time. You will not receive an exclusive territory. You may face competition from other franchisees, from outlets that we own, or from other channels of distribution or competitive brands that we control. You may also have preexisting PACE Licensees and Clinical Licensees offering educational services under different trademarks and trade names operating in your Territory. You will operate from 1 location approved by us and must receive our permission before relocating. We will grant approval to relocate if you are in compliance with the Franchise Agreement, you have paid all money owed to us and/or our affiliates, and the proposed location meets our site selection criteria as specified in the Operations Manual. Once established and unless otherwise agreed, the boundaries of your Territory will not be adjusted without our prior written consent regardless of whether the population of your Territory increases or decreases over time.
If you request to relocate your Center, this will be subject to our approval, which we have the right to grant or deny for any reason or no reason. Any relocation will be subject to the site selection and lease provisions contained in the Franchise Agreement and Operations Manual. You will not be required to pay us a relocation fee ("Relocation Fee") for the first request to relocate your Center within the Initial Term of the Franchise Agreement or any Successor Term. You will be required to pay us a Relocation Fee of $250 if you request to relocate your Center a second time within the Initial Term of the Franchise Agreement or any Successor Term. You will be required to pay us a Relocation Fee of $500 if you request to relocate your Center a third time within the Initial Term of the Franchise Agreement or any Successor Term. Any relocation of your Center will be at your sole expense. Our approval will, among other things, be based on the following factors: population density, income levels, general location guidelines, proximity of the proposed site to other LearningRx Centers, and the time it will take to relocate your Center.
Your Territory does not extend to, and you may not advertise independently on, the Internet or World Wide Web. We will maintain LearningRx Center Web pages, which will include information regarding your Center.
If we engage in electronic commerce through the Internet or other computer network site or sell through any other alternative distribution channel, and we receive orders for any System products or services calling for delivery or performance in your Territory, then we will offer the order to you at the price we establish. If you choose not to fulfill the order or are unable to do so, then we, one of your affiliates or a third-party we designate (including another franchisee) may fulfill the order, and you will be entitled to no compensation in connection with this.
We and our affiliates reserve the right to use alternative channels of distribution to make sales within your Territory of products or services under trademarks different from the Trademarks you will use under the Franchise Agreement. We and our affiliates reserve the right to use alternative channels of distribution to make sales within your Territory of products or services under our principal trademarks that you will use under the Franchise Agreement. We are not required to pay any compensation to you for soliciting or conducting sales within your Territory.
Source: Item 12 — TERRITORY (FDD pages 33–35)
What This Means (2025 FDD)
According to Learningrx's 2025 Franchise Disclosure Document, franchisees do not receive an exclusive territory. The Territory is defined by population size: a Micro Franchise covers an area with a population of less than 100,000, while a Standard Franchise covers an area with a population of 100,000 to 200,000 people. The territory may be delineated by boundary streets, highways, counties, or zip codes.
Learningrx will not operate any permanent Learningrx Centers or grant franchises for a similar or competitive business within a franchisee's Territory as long as the franchisee meets minimum revenue requirements. However, Learningrx retains the right to operate or franchise outside the Territory at any time. Franchisees may face competition from other franchisees, outlets that Learningrx owns, other channels of distribution, or competitive brands that Learningrx controls. Preexisting PACE Licensees and Clinical Licensees offering educational services under different trademarks and trade names may also operate in the franchisee's Territory.
To maintain the Territory and license, franchisees must maintain annual minimum Gross Revenues starting 6 months after opening. The Minimum Revenue Quota is $50,000.00 for every 100,000 people in the Territory for the first 12 months, $75,000.00 for every 100,000 people in the Territory for the second 12 months, and $100,000.00 for every 100,000 people in the Territory for any 12-month period. Failure to meet the Minimum Revenue Quota may result in the loss of territory exclusivity, allowing Learningrx to offer a Center location to an additional franchisee within the designated territory.
Learningrx also reserves the right to use alternative channels of distribution to make sales within the franchisee's Territory of products or services under trademarks different from the Trademarks used under the Franchise Agreement. They are not required to pay any compensation to the franchisee for soliciting or conducting sales within their Territory. The franchisee's Territory does not extend to the Internet or World Wide Web, as Learningrx maintains Learningrx Center Web pages. If Learningrx engages in electronic commerce and receives orders for System products or services calling for delivery or performance in the franchisee's Territory, they will offer the order to the franchisee at the established price. If the franchisee chooses not to fulfill the order, Learningrx or a third party may fulfill the order, and the franchisee will not be entitled to any compensation.