What is the significance of the Rider in the Basecamp Fitness Development Agreement?
Basecamp_Fitness Franchise · 2025 FDDAnswer from 2025 FDD Document
This Area Development Agreement is made as of the Effective Date set forth in the Rider attached to this Agreement (the "Rider") between BASECAMP FITNESS FRANCHISOR LLC, a Delaware limited liability company ("we" or "us"), and the Developer named in the Rider ("you").
RECITALS:
- A. We grant to you, under the terms and conditions of this Agreement, the right to develop and operate the number of fitness studios identified in the Rider (the "Basecamp Studios"), using the Marks, operating within the nonexclusive area described in the Rider (the "Development Territory").
- B. You agree to be bound by the "Development Schedule" in the Rider. Time is of the essence for the development and operation of each Basecamp Studio in accordance with the Development Schedule.
Each Basecamp Studio must be developed and operated by you pursuant to a separate Franchise Agreement that you enter into with us.
- C.
Unless otherwise indicated in the Rider and except as set forth in Section D below, if you are in compliance with the Development Schedule set forth in the Rider, we will not develop or operate or grant anyone else a franchise to develop and operate a Basecamp Studio from any location in the Development Territory prior to the earlier of (i) the expiration or termination of this Agreement; (ii) the date on which your last Basecamp Studio must be open pursuant to the terms of the Development Schedule; or (iii) the date on which the Protected Territory for your final Basecamp Studio is determined; except that if the Development Territory covers more than one city, county or designated market area, the protection for each particular city, county or designated market area will expire upon the earliest of (1) any of the foregoing events or (2) the date when the Protected Territory for your final Basecamp Studio to be developed in such city, county or designated market area under this Agreement is determined.
Notwithstanding anything in this Agreement, upon the earliest occurrence of any of the foregoing events (i) the Development Territory will expire and (ii) we will be entitled to develop and operate, or to franchise others to develop and operate, Basecamp Studios from locations in the Development Territory, except as may be otherwise provided under any Franchise Agreement that has been signed between us and you and that has not been terminated.
You must pay us a Development Fee in the amount set forth in the Rider.
You must comply with the Development Schedule requirements regarding: (i) the date of execution of the Franchise Agreements and site approval requests; (ii) the opening date for each Basecamp Studio; and (iii) the cumulative number of Basecamp Studios to be open and continuously operating for business in the Development Territory.
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 Rider is a crucial component of the Area Development Agreement. It defines key aspects of the development rights granted to the franchisee, including the number of Basecamp Studios they are authorized to develop and operate, as well as the specific geographic area, known as the Development Territory, where they can establish these studios. The Rider also contains the Development Schedule, which outlines the timeline and milestones the franchisee must adhere to for opening each Basecamp Studio.
The Development Schedule within the Rider is particularly important because it sets the expectations for the franchisee's expansion. It specifies dates for executing Franchise Agreements, submitting site approval requests, and, most critically, the required opening dates for each Basecamp Studio. Compliance with this schedule is essential, as the agreement emphasizes that time is of the essence. Failure to meet these deadlines could have consequences for the franchisee's development rights.
Furthermore, the Rider also specifies the Development Fee that the franchisee must pay to Basecamp Fitness. This fee is nonrefundable and is due upon signing the Area Development Agreement. In return for adhering to the Development Schedule outlined in the Rider, Basecamp Fitness agrees not to develop or franchise others to develop studios within the Development Territory, providing the franchisee with a degree of exclusivity during the development period. This protection is limited and tied to the franchisee's compliance with the Development Schedule, the expiration or termination of the agreement, or the determination of the Protected Territory for the final Basecamp Studio.