Does the Basecamp Fitness personal guaranty apply to all modifications of the Area Development Agreement?
Basecamp_Fitness Franchise · 2025 FDDAnswer from 2025 FDD Document
| limitation the dispute resolution provisions of the Agreement. | In consideration of the execution of the Area Development Agreement (the "Agreement") between BASECAMP FITNESS FRANCHISOR LLC ("we" or "us" or "our") and [INSERT LEGAL NAME OF DEVELOPER] (the "Developer"), dated, and for other good and valuable consideration, the undersigned, for themselves, their heirs, successors, and assigns, do jointly, individually and severally hereby become surety and guarantor for the payment of all amounts and the performance of the covenants, terms and conditions in the Agreement, to be paid, kept and performed by the Developer, including without |
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| identical terms and conditions of the Agreement. | Further, the undersigned, individually and jointly, hereby agree to be personally bound by each and every condition and term contained in the Agreement and agree that this Personal Guaranty will be construed as though the undersigned and each of them executed an Area Development Agreement containing the The undersigned waives: (1) notice of demand for payment of any indebtedness or nonperformance of any obligations hereby guaranteed; (2) protest and notice of default to any party respecting the indebtedness or nonperformance of any obligations hereby guaranteed; and (3) any right he/she may have to require that an action be brought against the Developer or any other person as a condition of liability; and (4) notice of any changes permitted by the terms of the Agreement or agreed to by the Developer. |
| Developer with or without the undersigned receiving notice thereof. | In addition, the undersigned consents and agrees that: (1) the undersigned's liability will be joint and several and will not be contingent or conditioned upon our pursuit of any remedies against the Developer or any other person; (2) such liability will not be diminished, relieved or otherwise affected by the Developer's insolvency, bankruptcy or reorganization, the invalidity, illegality or unenforceability of all or any part of the Agreement, or the amendment or extension of the Agreement with or without notice to the undersigned; |
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 personal guaranty applies to all modifications of the Area Development Agreement. The guarantor agrees to be personally bound by the terms of the Area Development Agreement. The personal guaranty applies to all modifications to the agreement of any nature agreed to by the Developer with or without the undersigned receiving notice thereof.
This means that if the Area Development Agreement is modified in any way, the personal guarantor's obligations extend to those modifications, even if the guarantor is not notified of the changes. This is a significant commitment, as the guarantor's personal assets are at risk for the developer's performance under the modified agreement.
This type of clause is relatively standard in franchising, as franchisors want to ensure that there is a responsible party who is fully committed to the success of the franchise. However, prospective Basecamp Fitness developers and their guarantors should carefully consider the implications of this clause before signing the Area Development Agreement, as it could have significant financial consequences.