In the event that a specification is determined to be invalid, what action will Basecamp Fitness and the franchisee take?
Basecamp_Fitness Franchise · 2025 FDDAnswer from 2025 FDD Document
It is the desire and intent of you and us that the provisions of this Agreement be enforced to the fullest extent possible under the applicable laws and public policies.
Therefore, if any provision of this Agreement is determined by a court or arbitrator to be invalid or unenforceable, that determination will apply only to the operation of that provision in the particular proceeding in which the determination is made.
Source: Item 22 — CONTRACTS (FDD pages 61–62)
What This Means (2025 FDD)
According to Basecamp Fitness's 2025 Franchise Disclosure Document, if a court or arbitrator determines any provision of the Franchise Agreement to be invalid or unenforceable, that determination will only apply to the operation of that specific provision in the particular proceeding where the determination was made. This means the rest of the agreement remains in effect, and the ruling does not automatically invalidate the provision in all contexts.
This clause ensures that the entire agreement is not voided due to one invalid provision. It limits the impact of such a ruling to the specific case and provision in question. Basecamp Fitness and the franchisee are still expected to adhere to all other aspects of the agreement.
For a prospective franchisee, this is a fairly standard clause that aims to preserve the overall contract. It is important to understand that even if a specific part of the agreement is successfully challenged, the rest of the obligations and terms remain binding unless otherwise determined in a separate proceeding.