If a court deems a covenant in the Learningrx Spousal Affiliate Agreement unreasonable, does the Spousal Affiliate still have obligations?
Learningrx Franchise · 2025 FDDAnswer from 2025 FDD Document
The parties agree that each of the foregoing covenants shall be construed as independent of any other covenant or provision of this Agreement.
If all or any portion of a covenant in this Agreement is held unreasonable or unenforceable by a court or agency having valid jurisdiction in any unappealed final decision to which Franchisor is a part, Spousal Affiliate expressly agrees to be bound by any lesser covenant embraced within the terms of such covenant that imposes the maximum duty permitted by law as if the resulting covenant were separately stated in and made a part of this Agreement.
Source: Item 23 — RECEIPT (FDD pages 54–209)
What This Means (2025 FDD)
According to the 2025 Learningrx Franchise Disclosure Document, if a court finds any portion of a covenant in the Spousal Affiliate Agreement unreasonable or unenforceable, the Spousal Affiliate still agrees to be bound by a lesser covenant. This lesser covenant would impose the maximum duty permitted by law, as if it were originally part of the agreement. This ensures that even if a specific restriction is deemed too broad, the Spousal Affiliate remains obligated to the fullest extent legally possible.
This provision protects Learningrx by ensuring that Spousal Affiliates remain bound by non-compete and confidentiality obligations to the greatest extent possible, even if the original terms are partially invalidated. It allows for the enforcement of a narrower, legally acceptable restriction, preventing the Spousal Affiliate from completely escaping their obligations. This clause is designed to preserve the core intent of the agreement, which is to protect Learningrx's trade secrets, system, and goodwill.
For a prospective Learningrx franchisee, this clause highlights the importance of understanding the Spousal Affiliate Agreement and the potential scope of its restrictions. Even if some parts of the agreement seem overly broad, the Spousal Affiliate may still be subject to legally enforceable limitations. Franchisees should carefully review these provisions with legal counsel to fully understand their implications and ensure compliance.