Under what conditions might the Learningrx Area Developer Agreement be terminated before the end of the initial term?
Learningrx Franchise · 2025 FDDAnswer from 2025 FDD Document
ected by the Area Developer, within the Development Territory, subject to Franchisor's prior approval as set forth in this Section 5, which approval shall take into account all relevant demographic information then available to Franchisor. The establishment of any proposed site by Area Developer prior to approval of Franchisor shall be the sole risk and responsibility of Area Developer and shall not obligate Franchisor in any way to approve the same. The approval of a proposed site by Franchisor does not in any way constitute a warranty or representation by Franchisor as to the suitability of such site for location of a Center.
6. DEFAULT & TERMINATION
- 6.01. Conditions for Default. Area Developer shall be in default under this Agreement should Area Developer:
- A. fail to comply with the Development Schedule;
- B. fail to perform any of its obligations under this Agreement or any individual franchise agreement;
- C. cease to be a franchisee of Franchisor in good standing; or
- D. fail to comply with the provisions on transfer contained in this Agreement.
- 6.02. Termination Rights. Upon such default, Franchisor shall have the right, at its option, and in its sole discretion, to do any or all of the following:
- A. terminate this Agreement;
- B. terminate the territorial exclusivity granted to Area Developer;
- C. reduce the size of the Area Developer's Development Territory or the number of Centers Area Developer may develop in the Development Territory; or
- D. accelerate the Development Schedule on immediate written notice.
In addition, if any individual franchise agreement issued to Area Developer, whether or not issued pursuant to this Agreement, is terminated for any reason, Franchisor shall have the right to terminate this Agreement on immediate written notice to Area Developer.
Source: Item 23 — RECEIPT (FDD pages 54–209)
What This Means (2025 FDD)
According to Learningrx's 2025 Franchise Disclosure Document, the Area Developer Agreement can be terminated before the end of its initial term if the Area Developer defaults. The agreement lists several conditions that constitute default.
Specifically, Learningrx can terminate the Area Developer Agreement if the Area Developer fails to comply with the Development Schedule, fails to perform any obligations under the Area Developer Agreement or any individual franchise agreement, ceases to be a franchisee of Learningrx in good standing, or fails to comply with the provisions on transfer contained in the Area Developer Agreement.
In the event of any of these defaults, Learningrx has the right, at its option and sole discretion, to terminate the Area Developer Agreement. Additionally, Learningrx can terminate the agreement immediately with written notice if any individual franchise agreement issued to the Area Developer is terminated for any reason. This includes franchise agreements issued to the Area Developer's affiliates or any entity in which the Area Developer has a direct or indirect ownership interest.