What right does Learningrx reserve regarding granting territories to other franchisees?
Learningrx Franchise · 2025 FDDAnswer from 2025 FDD Document
0,000)) in the Territory for any twelve (12) month period thereafter in the Territory. Franchisee's failure to maintain the Minimum Annual Revenue Quota may result in loss of exclusivity for
the territory or the reduction or elimination of the Franchisee's Territory, or the termination of this Agreement, in Franchisor's sole discretion.
- 4.5 Reservation of Rights. 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;
- (c) to offer the services or products, or grant others the right to offer the services or products, whether using the Marks or other trademarks or service marks, except products provided "trainer to student", through alternative channels of distribution, including without limitation, retail locations and other channels of distribution (other than LearningRx Centers) such as stores, shops, kiosks, malls, airports, and college campuses, at special events and other channels of distribution such as television, mail order, catalog sales, wholesale to unrelated retail outlets, or over the Internet, whether inside or outside the Territory;
- (d) to any websites utilizing a domain name incorporating the word "LEARNING" or "RX" or similar derivatives thereof.
Source: Item 23 — RECEIPT (FDD pages 54–209)
What This Means (2025 FDD)
According to Learningrx's 2025 Franchise Disclosure Document, Learningrx retains specific rights regarding the granting of territories to other franchisees, particularly concerning non-exclusivity and alternative channels of distribution. Learningrx reserves the right to own, operate, license, and franchise others to operate Learningrx Centers at locations outside the franchisee's territory, regardless of proximity. This means that even if a franchisee invests in a specific territory, Learningrx can establish other centers nearby without violating the agreement.
Learningrx also retains the right 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. This allows Learningrx to explore different business models or branding strategies, even within a franchisee's territory, as long as it doesn't directly compete with the franchisee's core services.
Furthermore, Learningrx can offer services or products, or grant others the right to offer them, through alternative channels of distribution, such as retail locations, stores, kiosks, malls, airports, and college campuses, as well as through television, mail order, catalog sales, wholesale, or over the Internet, whether inside or outside the franchisee's territory. This broad reservation of rights enables Learningrx to expand its reach through various channels without being restricted by individual franchise territories. Learningrx also retains the right to acquire similar businesses and operate them within a franchisee's territory. These stipulations highlight that a Learningrx franchisee's territory is non-exclusive, and Learningrx maintains considerable flexibility in expanding its brand through other avenues.
Prospective franchisees should be aware that these reserved rights could lead to increased competition within or near their designated territory. It is important to fully understand the implications of these non-exclusive rights and how Learningrx's potential expansion strategies could affect the franchisee's business. Franchisees should inquire about Learningrx's plans for alternative distribution channels and potential acquisitions in their target market to assess the level of competition they might face.