What is the process for Basecamp Fitness to terminate the agreement if a default is not cured?

. Acknowledgement of Restrictions. You acknowledge and agree that the restrictions imposed on transfers are reasonable and necessary to protect the goodwill associated with the System and the Marks, as well as our reputation and image, and are for the protection of us, you, and all other franchisees that own and operate Basecamp Fitness studios.

14. OUR TERMINATION RIGHTS

• A. Without Notice. You will be in default and we may, at our option, terminate this Agreement, without affording you any opportunity to cure the default, effective upon delivery of notice of termination to you, following the occurrence of any of the following events:

  • 1. you are liquidated or dissolved;
• 1. your Basecamp Studio is not constructed strictly according to the plans we have approved and you do not remedy the deficiencies within thirty (30) days after notice from us;
• 1. you fail to operate for seven (7) consecutive days (unless prevented from doing so by fire, flood, or acts of nature), or otherwise abandon your Basecamp Studio, or forfeit the right to do or transact business in the jurisdiction where your Basecamp Studio is located, or lose the right to possession of the premises in which your Basecamp Studio operates;
  • 1. you or any of your owners make an unauthorized Transfer under this Agreement;
• 1. you or any of your owners are proven to have engaged in fraudulent conduct, or are convicted of, or plead guilty or no contest to a felony or a crime involving moral turpitude, or any other crime or offense that we believe is reasonably likely to have an adverse effect on the System, the Marks or the goodwill associated therewith;
• 1. you are given three (3) or more notices of being in material violation of any of the terms or requirements of this Agreement within any twelve (12) month period, whether or not such defaults are timely cured after notice;
• 1. you misuse or make any unauthorized use of the Marks and do not cease such misuse or unauthorized use within twenty-four (24) hours' notice from us;
• 1. you maintain false books or records or submit any false or misleading application, statement or report to us, whether in applying for the franchise or during the term of this Agreement;
• 1. you withhold our access to accounting and financial systems or data, revoke any electronic-funds transfer or direct debt authorization granted to us or our affiliates, or initiate any stop payments against us or our affiliates;
• 1. you fail to open the Basecamp Studio for business to the general public by the Required Opening Date in the Rider to this Agreement;
• 1. you, by act or omission, materially impair the value of, or the goodwill associated with, any of the Marks or the System; or
  • 1. you fail to comply with our requirements for securing real estate.

• B. With Notice and Failure to Cure. Except for those defaults provided for under Section 14.A above, you will be in default hereunder for any failure to maintain or comply with any of the terms, covenants, specifications, standards, procedures or requirements imposed by this Agreement or any other agreement you or any of your affiliates have with us or with any of our affiliates, or in any Manual, policy or procedure statement or other written document provided by us, or to carry out the terms of this Agreement in good faith.

Source: Item 22 — CONTRACTS (FDD pages 61–62)