What rights does Learningrx retain regarding the operation of LearningRx Centers outside the franchisee's territory?
Learningrx Franchise · 2025 FDDAnswer from 2025 FDD Document
- 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;
Source: Item 23 — RECEIPT (FDD pages 54–209)
What This Means (2025 FDD)
According to the 2025 Learningrx Franchise Disclosure Document, Learningrx retains several rights regarding the operation of LearningRx Centers outside a franchisee's territory. Specifically, Learningrx has the right to operate or franchise others to operate LearningRx Centers at any location outside the franchisee's designated territory, regardless of how close it is to the territory. This means that even if a franchisee develops a successful business, Learningrx can establish another LearningRx center nearby, potentially impacting the franchisee's business.
Learningrx also reserves the right to use and franchise the use of other trademarks or service marks (besides the LearningRx marks) in alternative distribution channels or at any location, including within the franchisee's territory. The only exception to this is for products provided "trainer to student." This allows Learningrx to explore different business models or partnerships without being restricted by the franchisee's territory, as long as it doesn't directly compete with the core "trainer to student" services.
Furthermore, Learningrx maintains the sole right to market on the Internet and use its marks online, including websites, social media, and domain names. Franchisees need written approval from Learningrx to market independently online or use anything similar to LearningRx's marks. This control over the online presence ensures brand consistency and allows Learningrx to manage the digital marketing strategy for the entire franchise system. Learningrx also retains the right to acquire similar businesses, regardless of location, including within a franchisee's territory.