How is the 'Territory' defined for a Learningrx franchise?

hisee upon expiration of this Agreement shall be deemed to take effect upon termination of the Interim Period. In addition, Franchisee acknowledges that Franchisee is obligated to pay the Interim Period Fee (as defined below) for each month during any Interim Period. The Interim Period Fee will be in addition to all other fees and costs payable by Franchisee pursuant to this Agreement.

4. TERRITORY

• 4.1 Location. Franchisee may operate the franchised Business only at the Premises as designated in Attachment I to this Agreement. Franchisee may not relocate the Premises without Franchisor's prior written approval, which may be withheld for any reason. Franchisee must maintain a physical location for the Center at all times.
• 4.2 Territory. During the term of this Agreement and any extensions, neither Franchisor nor its affiliates will own, operate or franchise a fixed location for the operation of any other Center within your Territory as designated in Attachment I to this Agreement. Franchisee will also have the right to service any persons in the Territory, regardless of the method of sales, subject to Franchisor's express reservation of rights set forth in Section 4.5. Once established, the boundaries of Franchisee's Territory will not be adjusted by Franchisee without Franchisor's written consent regardless of whether the population of Franchisee's Territory increases or decreases over time. Notwithstanding the foregoing, Franchisee acknowledges that prior to the term of this Agreement, Franchisor or its affiliate may have licensed to a third-party the right to use the System and/or Marks to operate a business that may be similar to the LearningRx Center operated by Franchisee under this Agreement pursuant to a PACE license or a Clinical license in a portion of Franchisee's Territory. The pre-existing PACE licensee and/or Clinical licensee has the right to continue to operate the business per the PACE license and/or Clinical license in the portion of Franchisee's Territory and such ongoing use will not constitute a breach of this Agreement, including this Section 4.02 or an Area Developer Agreement, if any.
• 4.3 Soliciting Outside the Territory. Subject to the requirements of Sections 9.1 and 9.2, Franchisee may not, without the express written permission of Franchisor, place advertising targeted primarily to another territory unless the advertising is done as part of a cooperative effort with the Franchisee in the targeted territory
• 4.4 Minimum Annual Revenue Quota. In order to maintain the Territory, Franchisee must maintain a Minimum Annual Revenue Quota ("Minimum Annual Revenue Quota"), starting six (6) months after opening in the amount of Fifty thousand and 00/100 Dollars ($50,000.00) for every one hundred, thousand (100,000) people (or pro-rated portion of one hundred, thousand (100,000)) in the Territory for the first twelve (12) months, Seventy-Five thousand and 00/100 Dollars ($75,000.00) for every one hundred, thousand (100,000) people (or pro-rated portion of one hundred, thousand (100,000)) in the Territory for the second (2nd) twelve (12) months and One hundred, thousand and 00/100 Dollars ($100,000.00) for every one hundred, thousand (100,000) people (or pro-rated portion of one hundred, thousand (100,000)) 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. Franchisor retains the sole right to market on the Internet and use the Marks on the Internet, including all use of websites, social networking sites, domain names, URL's, directory addresses, metatags, linking, advertising, and co-branding and other arrangements. Franchisee may not independently market on the Internet, or use any domain name, social networking site, address, locator, link, metatag, or search technique, with words or symbols similar to the Marks or otherwise establish any presence on the Internet without Franchisor's prior written approval. Franchisor intends that any Franchisee website be accessed only through Franchisor's home page. Franchisee will provide Franchisor with content for Franchisor's Internet marketing, and will sign Internet and intranet usage agreements, if any. Franchisor retains the right to approve any linking or other use of its website;
• (e) to acquire businesses that are the same as or similar to the LearningRx Center and operate such businesses regardless of where such businesses are located, including inside the Territory and to be acquired by any third-party which operates businesses that are the same as or similar to the LearningRx Center regardless of where such businesses are located, including inside the Territory;
• (f) to implement multi-area marketing programs, including regional pricing and service programs which may allow Franchisor or others to solicit or sell clients or otherwise dictate service and pricing strategy, anywhere. Franchisor reserves the right to issue mandatory policies to coordinate such multi-area marketing programs, including the right to establish minimum or maximum pricing for such programs, as permitted by law;

Source: Item 23 — RECEIPT (FDD pages 54–209)