Does the Basecamp Fitness customer's obligation to indemnify survive the expiration or termination of the rental agreement?
Basecamp_Fitness Franchise · 2025 FDDAnswer from 2025 FDD Document
- INDEMNITY: Customer shall and does hereby agree to indemnify, defend and hold harmless Owner and any Assignee, and each of their directors, officers, employees, agents or affiliates from any and all claims, demands, actions, suits, proceedings, costs, expenses, damages, and liabilities (including attorneys' fees) arising out of, connected with or resulting from the delivery, possession, use, operation, maintenance, repair or return of Equipment by Customer or its employees, agents, customers or vendors. Customer's obligations under the preceding sentence shall survive expiration of any rental term or the termination of the Agreement.
Source: Item 23 — RECEIPTS (FDD pages 62–248)
What This Means (2025 FDD)
According to Basecamp Fitness's 2025 Franchise Disclosure Document, the customer's obligation to indemnify the Owner survives the expiration of any rental term or the termination of the Agreement. This means that even after the rental agreement ends, the customer remains responsible for protecting the Owner from any claims, demands, actions, suits, proceedings, costs, expenses, damages, and liabilities (including attorney's fees) that arise from the customer's use of the equipment.
This survival clause is significant because it extends the customer's liability beyond the active rental period. For a Basecamp Fitness franchisee, this implies that potential liabilities related to equipment use could arise even after the rental agreement has formally ended. This could include situations where a claim is made long after the equipment has been returned, but the incident that led to the claim occurred during the rental period.
Such clauses are common in rental agreements to protect the equipment owner from long-tail liabilities. Franchisees should carefully review the terms of the rental agreement and understand the scope of their indemnification obligations. It is also advisable for franchisees to maintain adequate insurance coverage to protect against potential claims that may arise during and after the rental period. Understanding the duration and scope of these obligations is crucial for managing risk and ensuring the long-term financial health of the Basecamp Fitness franchise.