Where can I find the definition of 'cause' for termination of the Basecamp Fitness Franchise Agreement?
Basecamp_Fitness Franchise · 2025 FDDAnswer from 2025 FDD Document
| Section in | ||
|---|---|---|
| Franchise or Other | ||
| Provision | Agreements | Summary |
| n. Our right of first refusal | Section 19 – Franchise | We have the right to match any offer for your business. |
| to acquire your business | Agreement | |
| o. Our option to purchase your business | Section 16 – Franchise Agreement | We can purchase from you at book value all or a portion of the assets of your Basecamp Studio and take an assignment of your leases, upon the termination or expiration without renewal of your Franchise Agreement. |
| p. Your death or disability | Section 13.B – Franchise Agreement Area Development Agreement–NotApplicable | Your heirs can assume your rights, but if they do, they must meet the transfer requirements. |
| q. Non-competition covenants during the term of the franchise | Section 17.A – Franchise Agreement and Section 9 – Area Development Agreement | No involvement in any fitness center that offers interval training or high-intensity guided workouts (including as creditor or landlord), wherever located. |
| r. Non-competition | Section 17.B – Franchise | No involvement in any fitness center that offers interval |
| covenants after the | Agreement and Section 9 – | training or high-intensity guided workouts (including as |
| franchise is terminated or | Area Development | creditor or landlord) for 2 years in your Protected Territory |
| expires | Agreement | or within a 10 mile radius of any BasecampStudio. |
| s. Modification of the agreement | Sections 8.M and 20.H, 20.K – Franchise Agreement Section 9 – Area Development Agreement | No modifications without consent by all parties, but our manuals are subject to change. No modifications without consent of all parties. |
| t. Integration/merger clause | Section 20.E., K – Franchise Agreement, Section 9 – Area Development Agreement | Only the terms of the Franchise Agreement, Area Development Agreement and other written agreements are binding (subject to applicable state law). Any representations or promises outside of this Disclosure Document and the Franchise Agreement/Area Development Agreement may not be enforceable. |
| u. Dispute resolution by arbitration or mediation | Section 18 – Franchise Agreement, Section 8 – Area Development Agreement | Subject to state law, except for certain disputes, all disputes must be mediated, and if not settled by mediation, are then subject to arbitration. |
| v. Choice of forum | Section 18.E – Franchise Agreement, Section 9 – Area Development Agreement | Subject to state law, mediation (at a location determined by the mediator which is at least 100 miles from either of our offices) and arbitration in Minneapolis, Minnesota. Subject to state law, any litigation must be brought in the United States District Court for the District of Minnesota or the Ramsey County District Court, Minnesota. |
| w. Choice of law | Section 20.D – Franchise Agreement, Section 9 – Area Development Agreement | Subject to state law, Minnesota law generally applies. Section in Franchise or Other |
| f. | Provision Termination by us with cause | Agreements Section 14 – Franchise Agreement Section 5 – Area Development Agreement |
| g. "Cause" defined – curable defaults | Section 14.B – Franchise Agreement and Section 5 – Area Development | |
| h. "Cause" defined – non curable defaults | Agreement Section 14.A – Franchise Agreement Section 5 – Area Development Agreement |
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, the definition of 'cause' for termination by the franchisor can be found in Section 14 of the Franchise Agreement and Section 5 of the Area Development Agreement. Specifically, curable defaults are defined in Section 14.B of the Franchise Agreement and Section 5 of the Area Development Agreement, while non-curable defaults are defined in Section 14.A of the Franchise Agreement and Section 5 of the Area Development Agreement.
It is important for a prospective Basecamp Fitness franchisee to understand what constitutes 'cause' for termination, as this outlines the circumstances under which the franchisor can terminate the agreement. Understanding the difference between curable and non-curable defaults is crucial. A curable default allows the franchisee an opportunity to correct the issue within a specified time frame, whereas a non-curable default may lead to immediate termination without an opportunity to rectify the situation.
This information is typically included in franchise agreements to protect both the franchisor and franchisee by clearly defining the grounds for termination. Franchisees should carefully review these sections with legal counsel to fully understand their rights and obligations under the agreement. Knowing what actions or omissions could lead to termination can help a franchisee avoid potential pitfalls and maintain a successful business relationship with Basecamp Fitness.