Who is responsible for claims arising from the operation of a Basecamp Fitness studio?
Basecamp_Fitness Franchise · 2025 FDDAnswer from 2025 FDD Document
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 Basecamp Fitness's 2025 Franchise Disclosure Document, the franchisee is solely responsible for claims arising from the operation of their Basecamp Fitness studio. Basecamp Fitness operates under an independent contractor relationship with its franchisees. As such, the franchisee assumes complete responsibility for all losses, costs, expenses, obligations, damages, and liabilities that may arise from the development or operation of their studio.
This responsibility extends to defending Basecamp Fitness, its affiliates, and their respective officers and directors against any claims. These claims include those related to employment practices, equipment selection, floor plans, and the actions or inactions of the franchisee or their employees. The franchisee is also responsible for any amounts that Basecamp Fitness may pay 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, but this does not affect the franchisee's obligation to cover all attorneys' fees incurred by Basecamp Fitness in defending themselves. This indemnification obligation remains in effect even after the franchise agreement expires or terminates. This means that even after the franchisee is no longer operating a Basecamp Fitness studio, they may still be liable for claims arising from their past operations.
This arrangement is typical in franchising, where franchisees operate as independent business owners. However, the broad scope of the franchisee's indemnification obligations underscores the importance of franchisees maintaining adequate insurance coverage and adhering to all applicable laws and regulations in the operation of their Basecamp Fitness studio.