What conditions must a Basecamp Fitness franchisee comply with when transferring franchise agreements?
Basecamp_Fitness Franchise · 2025 FDDAnswer from 2025 FDD Document
s referenced in this Agreement, including the non-competition and confidentiality provisions; and (iv) indemnify us against all claims brought against us by the transferee for a period of three (3) years following the transfer;
- If the transferee is a corporation, limited liability company or partnership, all the shareholders, members, or partners of the transferee shall enter into a written agreement, in a form satisfactory to us, jointly and severally guaranteeing the full payment and performance of the transferee's obligations to us and agreeing to be personally bound by all covenants and restrictions imposed upon the transferee under the terms of this Agreement; and
- Contemporaneous with the Transfer hereunder you shall have transferred to the transferee all of the Franchise Agreements under which you or any affiliate are operating Basecamp Fitness studios, and you must comply with all of the conditions for transferring each of those agreements, including the requirement to pay a transfer fee in connection with the transfer of each of those agreements.
- D. You consent to us releasing to any proposed transferee any information we may have concerning the development business or any Basecamp Fitness studio.
- E. Notwithstanding anything set forth herein, you may not Transfer a portion of your rights or obligations hereunder, if such Transfer would result in the division of the development business operated hereunder.
-
- Acknowledgments. To induce us to execute this Agreement, you represent and warrant to us as follows:
- A. You recognize and acknowledge the importance of maintaining our standards for service, and further recognize and acknowledge the importance of following the System with respect to the development and operation of Basecamp Fitness studios.
- B. You have the entire control and direction of the Basecamp Fitness studios to be opened and operated by you, subject only to the conditions and covenants established by the Franchise Agreements for those studios. You acknowledge that the businesses to be operated under those Franchise Agreements involve business risks, and that your success shall be largely determined by your own skill and efforts as an independent business person.
- C. You acknowledge that the Basecamp Fitness concept is a relatively new concept that continues to evolve. As such, the methods of operation for a Basecamp Fitness studio continue to be created and refined. You acknowledge that such businesses as well as the System will evolve over time, and that such evolution will likely result in numerous changes to the System, some of which may require additional investment by you. You have been advised to consult with your own advisors with respect to the legal, financial and other aspects of this Agreement and the Franchise Agreement and you have had the opportunity to consult with such advisors and also have had the opportunity to independently investigate the opportunities offered under all such agreements.
- D.
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, a franchisee looking to transfer their franchise agreement must meet several conditions to gain approval from Basecamp Fitness. If the party acquiring the franchise is a corporation, LLC, or partnership, all shareholders, members, or partners must sign a written agreement that guarantees the full payment and performance of the obligations to Basecamp Fitness. This agreement ensures that these individuals are personally bound by the covenants and restrictions placed on the transferee.
Furthermore, the franchisee must transfer all Basecamp Fitness studio franchise agreements they or their affiliates operate to the new transferee at the same time. The franchisee must also fulfill all the requirements for transferring each of these agreements, which includes paying a transfer fee for each agreement. This stipulation ensures that the franchisee cannot selectively transfer agreements and must transfer all existing franchise agreements simultaneously.
Basecamp Fitness retains the right to approve all transfers, but will not withhold consent if all requirements are met. These conditions include the franchisee being in compliance with the Franchise Agreement and providing all necessary information about the proposed transaction. The transferee must meet Basecamp Fitness's requirements and sign the then-current franchise agreement, which may have different terms than the original agreement. The transferee may not have to pay a new initial franchise fee. The franchisee must also pay any broker fees or commissions and a transfer fee, and sign a release. The transferee must agree to any necessary maintenance, remodeling, or re-equipping of the Basecamp Studio, and the transferee's Principal Operator must complete all required training. Basecamp Fitness may also specify additional conditions in the Operations Manual or in writing. The franchisee must sign franchise agreements for all remaining Basecamp Studios they are permitted to develop and transfer those agreements to the same person or entity to whom they are transferring the Area Development Agreement.