factual

What is the impact of the Washington Addendum on the Basecamp Fitness Franchise Disclosure Document and franchise agreement?

Basecamp_Fitness Franchise · 2025 FDD

Answer from 2025 FDD Document

isor, franchise seller, or other person acting on behalf of the Franchisor. This provision supersedes any other term of any document executed in connection with the franchise.

Franchisor: BASECAMP FITNESS FRANCHISOR LLC Its: Its:

WASHINGTON ADDENDUM TO THE DEVELOPMENT AGREEMENT AND RELATED AGREEMENTS

The provisions of this Addendum form an integral part of, are incorporated into, and modify the Franchise Disclosure Document, the franchise agreement, and all related agreements regardless of anything to the contrary contained therein. This Addendum applies if: (a) the offer to sell a franchise is accepted in Washington; (b) the purchaser of the franchise is a resident of Washington; and/or (c) the franchised business that is the subject of the sale is to be located or operated, wholly or partly, in Washington.

    1. Conflict of Laws. In the event of a conflict of laws, the provisions of the Washington Franchise Investment Protection Act, chapter 19.100 RCW will prevail.
    1. Franchisee Bill of Rights. RCW 19.100.180 may supersede provisions in the franchise agreement or related agreements concerning your relationship with the franchisor, including in the areas of termination and renewal of your franchise. There may also be court decisions that supersede the franchise agreement or related agreements concerning your relationship with the franchisor. Franchise agreement provisions, including those summarized in Item 17 of the Franchise Disclosure Document, are subject to state law.
    1. Site of Arbitration, Mediation, and/or Litigation. In any arbitration or mediation involving a franchise purchased in Washington, the arbitration or mediation site will be either in the state of Washington, or in a place mutually agreed upon at the time of the arbitration or mediation, or as determined by the arbitrator or mediator at the time of arbitration or mediation. In addition, if litigation is not precluded by the franchise agreement, a franchisee may bring an action or proceeding arising out of or in connection with the sale of franchises, or a violation of the Washington Franchise Investment Protection Act, in Washington.
    1. General Release. A release or waiver of rights in the franchise agreement or related agreements purporting to bind the franchisee to waive compliance with any provision under the Washington Franchise Investment Protection Act or any rules or orders thereunder is void except when executed pursuant to a negotiated settlement after the agreement is in effect and where the parties are represented by independent counsel, in accordance with RCW 19.100.220(2). In addition, any such release or waiver executed in connection with a renewal or transfer of a franchise is likewise void except as provided for in RCW 19.100.220(2).
    1. Statute of Limitations and Waiver of Jury Trial. Provisions contained in the franchise agreement or related agreements that unreasonably restrict or limit the statute of limitations period for claims under the Washington Franchise Investment Protection Act, or rights or remedies under the Act such as a right to a jury trial, may not be enforceable.

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 Washington Addendum modifies the Franchise Disclosure Document, the franchise agreement, and all related agreements for franchisees in Washington. This addendum is an integral part of these documents and applies if the franchise offer is accepted in Washington, the purchaser is a Washington resident, or the franchised business will operate in Washington.

The addendum addresses potential conflicts of law, stating that the Washington Franchise Investment Protection Act (chapter 19.100 RCW) will take precedence in such cases. It also mentions that RCW 19.100.180, which concerns franchisee rights, may supersede provisions in the franchise agreement, especially regarding termination and renewal. Court decisions may also override the franchise agreement terms concerning the relationship between the franchisee and Basecamp Fitness.

Furthermore, any provision prohibiting a franchisee from communicating with regulators is unlawful under RCW 19.100.180(2)(h). The Washington Securities Division requires Basecamp Fitness to maintain a $100,000 surety bond until all Washington franchisees have completed initial training and opened for business, or until the Administrator provides written authorization to the contrary. Finally, specific sections of the Area Development Agreement, namely Recital C and Section 8 "Acknowledgments," are entirely deleted and replaced.

Disclaimer: This information is extracted from the 2025 Franchise Disclosure Document and is provided for research purposes only. It does not constitute legal or financial advice. Consult with a franchise attorney before making any investment decisions.