Who bears the expense of adopting changes to the Marks if Basecamp Fitness modifies them?
Basecamp_Fitness Franchise · 2025 FDDAnswer from 2025 FDD Document
If it becomes advisable at any time, in our sole discretion, to modify or discontinue use of any Mark, or to discontinue using any Mark, or if there is an adjudication by a court of competent jurisdiction that any party's rights to any of the Marks are superior to ours, then upon written notice from us, you will, at your sole expense, immediately adopt and use the changes and amendments to the Marks that are specified by us in writing, and if the Mark that is changed is the name "Basecamp Fitness" then all references in this Agreement to the name "Basecamp Fitness" will be deemed references to such substitute Mark.
Source: Item 22 — CONTRACTS (FDD pages 61–62)
What This Means (2025 FDD)
According to Basecamp Fitness's 2025 Franchise Disclosure Document, the franchisee is responsible for the expenses associated with adopting changes to the Marks. Specifically, if Basecamp Fitness decides to modify or discontinue the use of any Mark, the franchisee must, at their own expense, immediately adopt and use the changes and amendments specified by Basecamp Fitness in writing. This includes changes to the name "Basecamp Fitness" itself, in which case all references to the original name in the agreement will be deemed references to the substitute Mark. This obligation is triggered upon written notice from Basecamp Fitness.
This requirement means that a Basecamp Fitness franchisee needs to be prepared to cover costs related to updating signage, marketing materials, and any other items that display the Marks. These costs could potentially be significant, depending on the extent of the changes and the number of items that need to be updated. The franchisee has no control over when or if these changes occur, making it an unpredictable expense.
Franchisees should factor in the potential costs of rebranding when evaluating the financial viability of a Basecamp Fitness franchise. It is important to maintain open communication with Basecamp Fitness regarding any planned changes to the Marks and to understand the potential financial impact on the franchise. This is a fairly standard clause in franchise agreements, as franchisors need the flexibility to update their branding to stay competitive or address legal concerns, but the financial burden on the franchisee can be substantial.