What is the definition of 'Client' in the context of the Ledgers no-solicitation clause?

According to Ledgers' 2025 Franchise Disclosure Document, a 'Client' is defined within the recitals of the Franchise Agreement as businesses that receive advisory, compliance, recordkeeping, and tax services through the Ledgers Franchise System. The Franchise System utilizes specific marketing techniques and operating procedures to deliver these services.

This definition is crucial for understanding the scope of the non-compete and no-solicitation clauses in the franchise agreement. Specifically, the no-solicitation clause prevents a franchisee from directly or indirectly providing these services to any Client, except through the Franchise Business, during the restriction period. This restriction is in place during the term of the agreement and for two years after its expiration or termination, within the franchisee's territory or within 25 miles of its boundaries.

For a prospective Ledgers franchisee, this means that after leaving the franchise system, they are restricted from soliciting or providing services to any business that was a client of their Ledgers franchise. This restriction is designed to protect Ledgers' client base and the goodwill of the franchise system. Franchisees should carefully consider this restriction, as it could impact their ability to work in the same industry after their franchise agreement ends.