How can a Basecamp Fitness franchisee waive an obligation of the franchisor?
Basecamp_Fitness Franchise · 2025 FDDAnswer from 2025 FDD Document
| FRANCHISEE: | | | | | | | PERSONAL GUARANTORS: | | | | | | | Individually | | | Individually | | | | Print Name | | | Print Name | | | | Address | | | Address | | | | City | State | Zip Code | City | State | Zip Code | | Telephone | | | | Telephone | | | | | | | | |
It is further understood and agreed by the undersigned that the provisions, covenants and
GENERAL RELEASE
| In consideration of the agreement of BASECAMP FITNESS FRANCHISOR LLC ("Franchisor") to allow ("Franchisee") to [RENEW OR TRANSFER] its Franchise Agreement dated between Franchisee and Franchisor ("Agreement"), Franchisee hereby releases and forever discharges Franchisor, and its affiliates, as well as their current or former members, directors, officers, employees and agents, in their corporate and individual capacities, and their respective heirs, personal representatives, successors and assigns, from any and all claims Franchisee may have against such parties known and unknown, foreseen and unforeseen, from the beginning of time to the date hereof, whether in law or in equity, including, but not limited to, any claims arising out of the offer or sale of any franchise to Franchisee, and any matters arising under the Agreement or under any other agreement between Franchisee and Franchisor or its affiliates. | ||
|---|---|---|
| The general release does not apply with respect to claims arising under the Washington Franchise Investment | ||
| Protection Act, RCW 19.100, and the rules adopted thereunder. | ||
| [FOR TRANSFERS: Further, Franchisee acknowledges that transfer of the Agreement shall terminate Franchisee's | ||
| interest in the Agreement, but Franchisee will continue to be bound by all post-termination provisions of the | ||
| Agreement, including but not limited to the obligations of confidentiality, and the covenant not to compete | ||
| contained in the Agreement.] | ||
| [IN CALIFORNIA: The foregoing release is intended as a general release of | ||
| all claims, demands, actions, causes | ||
| of action, obligations, damages and liabilities of any kind or nature whatsoever that relate to the matters recited | ||
| therein, and is intended to encompass all known and unknown, foreseen and unforeseen claims which the releasing | ||
| party may have against any party being released. Section 1542 of the California Civil Code provides: | ||
| A general release does not extend to claims that the creditor or releasing party does not know or | ||
| suspect to exist in his or her favor at the time of executing the release and that, if known by him | ||
| or her, would have materially affected his or her settlement with the debtor or released party. |
Source: Item 22 — CONTRACTS (FDD pages 61–62)
What This Means (2025 FDD)
According to Basecamp Fitness's 2025 Franchise Disclosure Document, a franchisee can release the franchisor from claims under specific conditions, particularly when renewing or transferring their franchise agreement. In consideration for Basecamp Fitness allowing a franchisee to renew or transfer their agreement, the franchisee agrees to release and discharge Basecamp Fitness from any and all claims they may have against them. This release covers all claims, known and unknown, from the beginning of time up to the date of the release, including those arising from the offer or sale of the franchise or any agreements between the franchisee and Basecamp Fitness.
However, this general release does not apply to claims arising under the Washington Franchise Investment Protection Act. For franchisees transferring their agreement, the transfer terminates their interest in the agreement, but they remain bound by post-termination obligations such as confidentiality and non-compete clauses. In California, the release is intended to cover all known and unknown claims related to the recited matters, with an express waiver of Section 1542 of the California Civil Code, which protects against unknowingly releasing claims.
It is important for prospective Basecamp Fitness franchisees to understand the implications of these release provisions, especially when considering renewal or transfer. Franchisees should carefully review these clauses with legal counsel to ensure they are fully aware of the rights they are waiving and the potential impact on future claims against the franchisor. The inclusion of specific state law waivers, such as in California, highlights the need for franchisees to seek state-specific legal advice.