If a provision of the Basecamp Fitness agreement is deemed invalid, how will the agreement be interpreted?

According to Basecamp Fitness's 2025 Franchise Disclosure Document, if a court or arbitrator determines that any provision of the Franchise Agreement is invalid or unenforceable, that determination will only apply to the operation of that specific provision in the particular proceeding where the determination is made. This means that the rest of the agreement remains in effect, and the ruling does not automatically invalidate the same provision in other contexts or for other franchisees.

This clause ensures that the entire agreement is not jeopardized by a single invalid provision. It limits the scope of the determination to the specific case and provision at hand. Basecamp Fitness aims to enforce the provisions of the agreement to the fullest extent possible under applicable laws and public policies.

For a prospective Basecamp Fitness franchisee, this interpretation clause offers a degree of stability. If a particular clause is successfully challenged, the rest of the agreement remains intact. However, it also means that franchisees cannot assume a favorable ruling on one provision will automatically apply to their situation; they may need to challenge the same provision independently. This is a fairly standard clause in franchise agreements, designed to preserve the overall enforceability of the contract while acknowledging that specific parts may be subject to legal challenges.