Are the insurance procurement obligations of a Basecamp Fitness franchisee dependent on the indemnity obligations?
Basecamp_Fitness Franchise · 2025 FDDAnswer from 2025 FDD Document
If you do not obtain or maintain insurance coverage that meets our requirements and we obtain it for you, you must pay us our then current insurance handling fee plus the cost of the premiums we pay for the insurance.
B. Relationship; Your Indemnification. We and you are independent contractors. Neither we nor you will make any agreements, representations, or warranties in the name of or on behalf of the other or that our relationship is other than franchisor and franchisee. Neither we nor you will be obligated by or have any liability under any agreements, representations or warranties made by the other nor will we be obligated for any damages to any person or property directly or indirectly arising out of the operation of your Basecamp Studio. You assume sole and complete responsibility for and will defend at your own cost and indemnify, reimburse and hold harmless us, our affiliates and our respective officers and directors from and against all loss, costs, expenses, obligations and damages and liabilities (including defense costs) arising directly or indirectly out of the development or operation of your Basecamp Studio, including, without limitation, claims relating to your employment practices, equipment selection, and floor plan, you or your employees' actions or inactions and any amounts we pay on your behalf. You will have the right to defend any such claim against you. We, using our own counsel, by notice to you, may control any matter in which we are named or directly affected, but this will not affect your liability to pay all attorneys' fees we incur in defending ourselves, which obligation is part of your indemnification obligation. The indemnities and assumptions of liabilities and obligations set forth in this Agreement will continue in full force and effect subsequent to the expiration or termination of this Agreement.
Source: Item 22 — CONTRACTS (FDD pages 61–62)
What This Means (2025 FDD)
According to the 2025 Basecamp Fitness Franchise Disclosure Document, a franchisee's obligation to obtain and maintain insurance coverage is separate from their indemnification obligations. The FDD states that if a franchisee fails to secure the required insurance, Basecamp Fitness can obtain it on their behalf, and the franchisee must then pay Basecamp Fitness's insurance handling fee and the cost of the premiums.
In addition to the insurance obligations, the franchisee has an obligation to indemnify Basecamp Fitness. The franchisee assumes sole responsibility for and will defend and hold harmless Basecamp Fitness from all losses, costs, expenses, obligations, damages, and liabilities arising from the operation of the Basecamp Studio. This includes claims relating to employment practices, equipment selection, actions or inactions of the franchisee or their employees, and any amounts Basecamp Fitness pays on the franchisee's behalf.
Basecamp Fitness retains the right to control any matter in which they are named or directly affected, using their own counsel, without affecting the franchisee's obligation to pay all attorneys' fees incurred by Basecamp Fitness in defending themselves. This indemnification obligation remains in effect even after the franchise agreement expires or terminates. Therefore, the duty to maintain adequate insurance and the duty to indemnify are distinct obligations under the franchise agreement.