What is the condition for Basecamp Fitness to not develop or operate a studio in the Development Territory?
Basecamp_Fitness Franchise · 2025 FDDAnswer from 2025 FDD Document
Unless otherwise indicated in the Rider and except as set forth in Section D below, if you are in compliance with the Development Schedule set forth in the Rider, we will not develop or operate or grant anyone else a franchise to develop and operate a Basecamp Studio from any location in the Development Territory prior to the earlier of (i) the expiration or termination of this Agreement; (ii) the date on which your last Basecamp Studio must be open pursuant to the terms of the Development Schedule; or (iii) the date on which the Protected Territory for your final Basecamp Studio is determined; except that if the Development Territory covers more than one city, county or designated market area, the protection for each particular city, county or designated market area will expire upon the earliest of (1) any of the foregoing events or (2) the date when the Protected Territory for your final Basecamp Studio to be developed in such city, county or designated market area under this Agreement is determined.
Notwithstanding anything in this Agreement, upon the earliest occurrence of any of the foregoing events (i) the Development Territory will expire and (ii) we will be entitled to develop and operate, or to franchise others to develop and operate, Basecamp Studios from locations in the Development Territory, except as may be otherwise provided under any Franchise Agreement that has been signed between us and you and that has not been terminated.
Source: Item 17 — RENEWAL, TERMINATION, TRANSFER, AND DISPUTE RESOLUTION (FDD pages 51–55)
What This Means (2025 FDD)
According to Basecamp Fitness's 2025 Franchise Disclosure Document, Basecamp Fitness agrees not to develop or operate, nor grant anyone else a franchise to develop and operate a Basecamp Studio within the Development Territory if the franchisee is in compliance with the Development Schedule outlined in the Rider. This protection extends until the earliest of three conditions: the expiration or termination of the Development Agreement, the date the last Basecamp Studio must be opened per the Development Schedule, or the date the Protected Territory for the final Basecamp Studio is determined.
However, this protection has an exception if the Development Territory covers multiple cities, counties, or designated market areas. In such cases, the protection for each specific area expires upon the earliest of the aforementioned three conditions, or when the Protected Territory for the final Basecamp Studio to be developed in that particular city, county, or market area is determined.
Upon the occurrence of any of these events, the Development Territory expires, and Basecamp Fitness is then entitled to develop and operate studios, or franchise others to do so, within the Development Territory. This is with the exception of any provisions outlined in a signed and not terminated Franchise Agreement between Basecamp Fitness and the franchisee. This clause ensures that franchisees who adhere to the agreed-upon development schedule receive a degree of territorial protection, while also allowing Basecamp Fitness the flexibility to expand if the franchisee does not meet their development obligations or when the agreement concludes.