Is the Basecamp Fitness customer's obligation to pay rent considered absolute and unconditional?

According to the 2025 FDD, the customer's obligation to make payments under the Master Equipment Lease Agreement for a Basecamp Fitness franchise is absolute and unconditional. The agreement specifies that the customer's obligation to make payments, pay other sums when due, and perform as required is not subject to any abatement, reduction, setoff, defense, or counterclaim. This holds true regardless of any issues the customer may have against any person or due to any malfunction, defect, or inability to use the equipment.

This provision means that a Basecamp Fitness franchisee cannot withhold or reduce payments for any reason related to the equipment's performance or disputes with third parties. The franchisee is obligated to continue making payments as scheduled, irrespective of any problems encountered. This clause protects the owner (Geneva Capital, LLC) by ensuring a steady stream of income from the lease, regardless of any operational issues the franchisee might face.

For a prospective Basecamp Fitness franchisee, this represents a significant financial obligation. It is crucial to understand that the responsibility to pay rent is not contingent on the equipment functioning perfectly or the business performing as expected. The franchisee bears the risk of equipment-related issues and must continue to make payments even if the equipment is not usable. This underscores the importance of thoroughly evaluating the equipment and understanding the terms of the lease agreement before signing.

This type of clause is relatively common in equipment lease agreements, as it provides financial security to the lessor. However, franchisees should be aware of this unconditional obligation and factor it into their financial planning. It would be prudent for a potential Basecamp Fitness franchisee to seek legal counsel to fully understand the implications of this clause and to assess the potential risks associated with it.