What is the governing state law for the Basecamp Fitness agreement if the franchisee is located in Minnesota?
Basecamp_Fitness Franchise · 2025 FDDAnswer from 2025 FDD Document
MINNESOTA ADDENDUM TO FRANCHISE AGREEMENT
Notwithstanding anything to the contrary set forth in the Basecamp Fitness Franchisor LLC Franchise Agreement, the following provisions shall supersede any inconsistent provisions and apply to all Basecamp Fitness franchises offered and sold in the state of Minnesota:
This Minnesota Addendum is only applicable if you are a resident of Minnesota or if your business will be located in Minnesota.
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- Minn. Stat. Section 80C.21 and Minn. Rule 2860.4400J prohibit Franchisor from requiring litigation to be conducted outside Minnesota. In addition, nothing in this Agreement can abrogate or reduce any of your rights as provided for in Minnesota Statutes, Chapter 80C or your rights to any procedure, forum or remedies provided for by the laws of the jurisdiction.
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- Franchisor will comply with Minn. Stat. Section 80C.14, subds. 3, 4 and 5, which require, except in certain specified cases, that the Franchisee be given 90 days' notice of termination (with 60 days to cure) and 180 days' notice for nonrenewal of the Franchise Agreement.
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- Section 3 is revised to include the following:
To the extent required by the Minnesota Franchise Act, Franchisor will protect your rights to use the trademarks, service marks, trade names, logos and other commercial symbols, or indemnify you from any loss, costs or expenses arising out of any claim, suit or demand regarding your use of the marks, provided you are using the Names and Marks in accordance with this Agreement.
Source: Item 22 — CONTRACTS (FDD pages 61–62)
What This Means (2025 FDD)
According to Basecamp Fitness's 2025 Franchise Disclosure Document, the franchise agreement includes a Minnesota Addendum that applies specifically if the franchisee is a resident of Minnesota or if their Basecamp Fitness business will be located in Minnesota. This addendum modifies the standard franchise agreement to comply with Minnesota law.
Specifically, the addendum states that Minnesota Statutes Section 80C.21 and Minnesota Rule 2860.4400J prohibit Basecamp Fitness from requiring litigation to occur outside of Minnesota. The addendum also clarifies that nothing in the franchise agreement can reduce any of the franchisee's rights as provided for in Minnesota Statutes, Chapter 80C, or their rights to any procedure, forum, or remedies provided by Minnesota law.
Furthermore, Basecamp Fitness will comply with Minn. Stat. Section 80C.14, subds. 3, 4, and 5, which mandate that franchisees receive 90 days' notice of termination (with 60 days to cure) and 180 days' notice for nonrenewal of the Franchise Agreement, except in certain specified cases. The addendum also ensures that Basecamp Fitness will protect the franchisee's rights to use trademarks and indemnify them from losses arising from claims regarding the use of marks, as required by the Minnesota Franchise Act.