Which sections of the Basecamp Fitness agreement survive termination or expiration?
Basecamp_Fitness Franchise · 2025 FDDAnswer from 2025 FDD Document
| Section in | ||
|---|---|---|
| Franchise or Other | ||
| Provision | Agreements | Summary |
| n. Our right of first refusal | Section 19 – Franchise | We have the right to match any offer for your business. |
| to acquire your business | Agreement | |
| o. Our option to purchase your business | Section 16 – Franchise Agreement | We can purchase from you at book value all or a portion of the assets of your Basecamp Studio and take an assignment of your leases, upon the termination or expiration without renewal of your Franchise Agreement. |
| p. Your death or disability | Section 13.B – Franchise Agreement Area Development Agreement–NotApplicable | Your heirs can assume your rights, but if they do, they must meet the transfer requirements. |
| q. Non-competition covenants during the term of the franchise | Section 17.A – Franchise Agreement and Section 9 – Area Development Agreement | No involvement in any fitness center that offers interval training or high-intensity guided workouts (including as creditor or landlord), wherever located. |
| r. Non-competition | Section 17.B – Franchise | No involvement in any fitness center that offers interval |
| covenants after the | Agreement and Section 9 – | training or high-intensity guided workouts (including as |
| franchise is terminated or | Area Development | creditor or landlord) for 2 years in your Protected Territory |
| expires | Agreement | or within a 10 mile radius of any BasecampStudio. |
| s. Modification of the agreement | Sections 8.M and 20.H, 20.K – Franchise Agreement Section 9 – Area Development Agreement | No modifications without consent by all parties, but our manuals are subject to change. No modifications without consent of all parties. |
| t. Integration/merger clause | Section 20.E., K – Franchise Agreement, Section 9 – Area Development Agreement | Only the terms of the Franchise Agreement, Area Development Agreement and other written agreements are binding (subject to applicable state law). Any representations or promises outside of this Disclosure Document and the Franchise Agreement/Area Development Agreement may not be enforceable. |
| u. Dispute resolution by arbitration or mediation | Section 18 – Franchise Agreement, Section 8 – Area Development Agreement | Subject to state law, except for certain disputes, all disputes must be mediated, and if not settled by mediation, are then subject to arbitration. |
| v. Choice of forum | Section 18.E – Franchise Agreement, Section 9 – Area Development Agreement | Subject to state law, mediation (at a location determined by the mediator which is at least 100 miles from either of our offices) and arbitration in Minneapolis, Minnesota. Subject to state law, any litigation must be brought in the United States District Court for the District of Minnesota or the Ramsey County District Court, Minnesota. |
| w. Choice of law | Section 20.D – Franchise Agreement, Section 9 – Area Development Agreement | Subject to state law, Minnesota law generally applies. Section in Franchise or Other |
Source: Item 17 — RENEWAL, TERMINATION, TRANSFER, AND DISPUTE RESOLUTION (FDD pages 51–55)
What This Means (2025 FDD)
According to the 2025 Basecamp Fitness Franchise Disclosure Document, several sections of both the Franchise Agreement and the Area Development Agreement contain provisions that survive the termination or expiration of the agreement. These sections outline the ongoing rights, restrictions, and obligations of both the franchisee and franchisor even after the business relationship has formally ended. These include clauses related to non-competition, dispute resolution, and financial obligations.
Specifically, Basecamp Fitness retains the right of first refusal to acquire the franchisee's business, as detailed in Section 19 of the Franchise Agreement. Additionally, Basecamp Fitness has the option to purchase the assets of the Basecamp Studio at book value upon termination or expiration without renewal, as outlined in Section 16 of the Franchise Agreement. The agreement also addresses the handling of the franchise in the event of the franchisee's death or disability, with Section 13.B of the Franchise Agreement and Area Development Agreement specifying that heirs can assume the rights if they meet transfer requirements.
Moreover, non-competition covenants are in place both during and after the franchise term. Section 17.A of the Franchise Agreement and Section 9 of the Area Development Agreement prohibit involvement in any fitness center offering interval training or high-intensity guided workouts, regardless of location, during the term. Post-termination, Section 17.B of the Franchise Agreement and Section 9 of the Area Development Agreement extend this restriction for two years within the Protected Territory or a 10-mile radius of any Basecamp Studio. Other key sections that survive termination or expiration relate to modification of the agreement, integration/merger clauses, dispute resolution, choice of forum, and choice of law, ensuring that certain legal and operational aspects remain in effect even after the agreement concludes.