What does a Spousal Affiliate acknowledge and agree to when signing the Learningrx agreement?
Learningrx Franchise · 2025 FDDAnswer from 2025 FDD Document
of securities issued and outstanding. Spousal Affiliate, Franchisee, and its officers, directors, shareholders, managers, members and partners expressly acknowledge that they possess skills and abilities of a general nature and have other opportunities for exploiting such skills. Consequently, enforcement of the covenants made in this Section will not deprive them of their personal goodwill or ability to earn a living.
MISCELLANEOUS
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- Franchisee shall make all commercially reasonable efforts to ensure that Spousal Affiliate acts as required by this Agreement.
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- Spousal Affiliates acknowledge and agree that Spousal Affiliates are signing this Agreement as a condition for receiving access to, and the ability to use, Franchisor's confidential information in the performance of Spousal Affiliates' duties and obligations as an owner, spouse, employee or contractor of Franchisee and that the execution of this Agreement will not be deemed to create an employment relationship between Franchisor and Spousal Affiliates and Franchisor. Spousal Affiliates hereby waive, to the greatest extent permitted by federal law and the law of the state or states in which Spousal Affiliates reside and are employed by Franchisee, any claim that Spousal Affiliates may have to be deemed to be an employee of Franchisor by virtue of signing this Agreement.
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- Franchisee and Spousal Affiliate agree that in the event of a breach of this Agreement, Franchisor would be irreparably injured and be without an adequate remedy at law. Therefore, in the event of such a breach, or threatened or attempted breach of any of the provisions hereof, Franchisor shall be entitled to enforce the provisions of this Agreement and shall be entitled, in addition to any other remedies that are made available to it at law or in equity, including the right to terminate the Franchise Agreement, to a temporary and/or permanent injunction and/or a decree for the specific performance of the terms of this Agreement, without the necessity of showing actual or threatened
harm and without being required to furnish a bond or other security. Franchisee and Spousal Affiliate agree that Franchisee's and/or Spousal Affiliate's sole remedy in the event of the entry of such injunctive relief shall be dissolution of such injunctive relief, if warranted, upon hearing duly had; provided, however, that all claims for damages by reason of the wrongful issuance of any such injunction are hereby expressly waived by Franchisee and by Spousal Affiliate.
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- Spousal Affiliate agrees to pay all expenses (including court costs and reasonable attorneys' fees) incurred by Franchisor and Franchisee in enforcing this Agreement.
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- Any failure by Franchisor to object to or take action with respect to any breach of this Agreement by Spousal Affiliate shall not operate or be construed as a waiver of or consent to that breach or any subsequent breach by Spousal Affiliate.
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- THIS AGREEMENT SHALL BE GOVERNED BY, CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF COLORADO. SPOUSAL AFFILIATE HEREBY IRREVOCABLY SUBMITS HIMSELF TO THE JURISDICTION OF THE STATE COURTS OF EL PASO COUNTY, COLORADO OR THE U. S. DISTRICT COURT FOR THE DISTRICT OF COLORADO. SPOUSAL AFFILIATE HEREBY WAIVES ALL QUESTIONS OF PERSONAL JURISDICTION OR VENUE FOR THE PURPOSE OF CARRYING OUT THIS PROVISION. SPOUSAL AFFILIATE HEREBY AGREES THAT SERVICE OF PROCESS MAY BE MADE UPON HIM IN ANY PROCEEDING RELATING TO OR ARISING UNDER THIS AGREEMENT OR THE RELATIONSHIP CREATED BY THIS AGREEMENT BY ANY MEANS ALLOWED BY COLORADO OR FEDERAL LAW. SPOUSAL AFFILIATE FURTHER AGREES THAT VENUE FOR ANY PROCEEDING RELATING TO OR ARISING OUT OF THIS AGREEMENT SHALL BE IN EITHER EL PASO OR DENVER COUNTY, COLORADO; PROVIDED, HOWEVER, WITH RESPECT TO ANY ACTION THAT INCLUDES INJUNCTIVE RELIEF OR OTHER EXTRAORDINARY RELIEF, FRANCHISOR OR FRANCHISEE MAY BRING SUCH ACTION IN ANY COURT IN ANY STATE THAT HAS JURISDICTION.
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- The parties acknowledge and agree that each of the covenants contained herein are reasonable limitations as to time, geographical area, and scope of activity to be restrained and do not impose a greater restraint than is necessary to protect the goodwill or other business interests of Franchisor. The parties agree that each of the foregoing covenants shall be construed as independent of any other covenant or provision of this Agreement.
Source: Item 23 — RECEIPT (FDD pages 54–209)
What This Means (2025 FDD)
According to Learningrx's 2025 Franchise Disclosure Document, a Spousal Affiliate acknowledges and agrees to several key points when signing the agreement. The Spousal Affiliate recognizes that signing the agreement is a prerequisite for accessing and using Learningrx's confidential information, which is necessary for fulfilling their duties as an owner, spouse, employee, or contractor of the franchisee. They also agree that this agreement does not create an employment relationship between themselves and Learningrx. Furthermore, they waive any claims, to the extent permitted by law, that they might be considered an employee of Learningrx due to signing the agreement.
Additionally, the Spousal Affiliate agrees to certain protective measures for Learningrx. They must make commercially reasonable efforts to ensure they act as required by the agreement. They acknowledge that any breach of the agreement would cause irreparable injury to Learningrx, entitling Learningrx to injunctive relief or specific performance, without needing to prove actual harm or provide a bond. The Spousal Affiliate's sole remedy in the event of such injunctive relief is to seek its dissolution, and they waive any claims for damages resulting from the wrongful issuance of an injunction. The Spousal Affiliate is also responsible for covering all expenses, including court costs and reasonable attorney's fees, incurred by Learningrx and the franchisee in enforcing the agreement.
Moreover, the Spousal Affiliate consents to the jurisdiction of Colorado courts and waives any objections to personal jurisdiction or venue. They agree that service of process can be made through any means allowed by Colorado or federal law, and that venue for any proceedings related to the agreement will be in El Paso or Denver County, Colorado. The Spousal Affiliate also agrees to covenants not to compete, meaning they will not engage in any Competitive Business without Learningrx's prior written consent. A Competitive Business includes businesses offering learning enhancement, brain training, or math and reading training courses, programs, or products. These covenants aim to protect the goodwill and unique qualities of the Learningrx system and the confidentiality and value of its trade secrets.