Can Basecamp Fitness freely transfer or assign the Franchise Agreement?

According to Basecamp Fitness's 2025 Franchise Disclosure Document, the franchisor's ability to assign the Franchise Agreement is subject to certain conditions, particularly in New York. Specifically, the New York Addendum to the Franchise Agreement states that Basecamp Fitness will not make an assignment except to an assignee who, in the Franchisor's good faith judgment, is willing and able to assume its obligations under the agreement. This clause is applicable only if the franchisee is a resident of New York or if their business will be located in New York. This suggests that outside of New York, the standard franchise agreement terms would apply regarding assignment, which are not detailed in the provided excerpts.

This condition in the New York Addendum provides a level of assurance to franchisees in New York that any assignment of the agreement by Basecamp Fitness will only be to a party deemed capable of fulfilling the franchisor's obligations. This could protect franchisees from dealing with an assignee that is financially unstable or lacks the necessary expertise to support the franchise system. It is important to note that the 'good faith judgment' standard provides some discretion to Basecamp Fitness, but it also implies a responsibility to act reasonably and honestly in evaluating potential assignees.

For prospective Basecamp Fitness franchisees in New York, this addendum is a beneficial provision. However, franchisees should still carefully review the entire franchise agreement and any related documents to fully understand the circumstances under which Basecamp Fitness might assign the agreement. Franchisees should also seek clarification on how Basecamp Fitness assesses an assignee's willingness and ability to assume obligations. Franchisees outside of New York should inquire about the standard terms of assignment in their jurisdiction, as this excerpt does not provide those details.