Can Learningrx license others to operate LearningRx Centers outside of the franchisee's territory?
Learningrx Franchise · 2025 FDDAnswer from 2025 FDD Document
Franchisee acknowledges that the Franchise granted hereunder is non-exclusive and that Franchisor and its Affiliates retain the exclusive right, among others:
(a) to own, use, operate and to license and Franchise others to use, the Marks and System for the operation of LearningRx Centers at any location other than in the Territory, regardless of proximity to the Territory;
(b) to use and Franchise the use of trademarks or service marks other than the Marks, whether in alternative channels of distribution or at any location including the Territory, except for products provided "trainer to student," in association with operations that are similar to or different than the LearningRx Center;
Source: Item 23 — RECEIPT (FDD pages 54–209)
What This Means (2025 FDD)
According to the 2025 Learningrx Franchise Disclosure Document, Learningrx retains the right to license others to operate LearningRx Centers outside of a franchisee's designated territory. Specifically, Learningrx and its affiliates have the exclusive right to license others to use the Learningrx system and marks for operating LearningRx Centers at any location outside the franchisee's territory, regardless of how close it is to the franchisee's territory. This means that while a franchisee is granted a specific territory, Learningrx is not restricted from establishing or franchising other LearningRx centers outside of that territory.
This reservation of rights also extends to alternative channels of distribution. Learningrx retains the right to franchise the use of trademarks or service marks other than the Learningrx marks, whether in alternative channels of distribution or at any location, including within the franchisee's territory, except for products provided "trainer to student." This allows Learningrx to explore different business models or sales approaches without being limited by the franchisee's territorial rights, as long as it doesn't directly compete with the franchisee's center using the Learningrx marks within their territory.
Furthermore, Learningrx maintains control over internet marketing and the use of its marks online. Franchisees cannot independently market on the internet or use domain names or social media that are similar to the Learningrx marks without prior written approval from Learningrx. This ensures that Learningrx can manage its brand and online presence consistently across all locations and channels. Franchisees are expected to provide content for Learningrx's internet marketing efforts and adhere to any internet and intranet usage agreements.
In summary, while Learningrx franchisees are granted a territory, these rights are non-exclusive, and Learningrx retains significant control over expansion and alternative distribution methods outside of that territory. Prospective franchisees should be aware that Learningrx can license other centers and pursue alternative channels of distribution, even if they are in proximity to the franchisee's territory.