Does the Learningrx release agreement contain the entire agreement between the parties?
Learningrx Franchise · 2025 FDDAnswer from 2025 FDD Document
ion are hereby acknowledged, and it is expressly agreed by the undersigned Franchisee never to sue any of the Releasees on any alleged promise, representation or warranty for this Release not herein expressly set forth.
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- This Agreement contains the entire agreement and understanding between the parties as to the matters specified herein and supersedes and replaces all prior negotiations or proposed agreements on this subject matter, whether written or oral. The terms contained herein may not be modified or amended except in writing signed by the parties. The terms of this Release are contractual and not a mere recital. Since the purpose of this Release is to end this matter forever, should it develop that there are any errors, mistakes or any omissions in this instrument, whether legal or factual and whether mutual or unilateral, which would cause the release of the parties herein released to be defective or less than complete, then the undersigned Franchisee will sign any and all documents and do any and all things necessary to effectuate a full, final and absolute release of said party.
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- The undersigned Franchisee further states that it have carefully read the foregoing instrument; that it knows the contents thereof;
Source: Item 22 — CONTRACTS (FDD page 54)
What This Means (2025 FDD)
According to the 2025 Learningrx Franchise Disclosure Document, the release agreement does contain the entire agreement and understanding between the parties. The document states that the agreement contains the entire understanding between the parties involved, superseding any prior negotiations or proposed agreements, whether written or oral. Furthermore, the terms within the agreement cannot be modified or amended unless done so in writing and signed by all parties involved.
This clause is significant for a prospective Learningrx franchisee because it confirms that all promises, representations, and obligations are contained within the four corners of the release agreement. Franchisees should ensure they fully understand and agree with everything in the document before signing, as it will be difficult to later argue that there were additional understandings or agreements outside of what is written. This protects both the franchisee and Learningrx by providing clarity and certainty regarding their respective rights and responsibilities.
However, the general release shall not apply to any liability under the Maryland Franchise Registration and Disclosure Law, and the general release does not apply with respect to claims arising under the Washington Franchise Investment Protection Act, RCW 19.100, and the rules adopted thereunder. This means that franchisees in Maryland and Washington retain certain rights and protections under their state franchise laws, regardless of the general release. Franchisees in these states should be aware of these specific protections and consult with legal counsel to understand their rights fully.