What specific paragraphs of the Basecamp Fitness agreement relate to the rights to terminate the agreement?
Basecamp_Fitness Franchise · 2025 FDDAnswer from 2025 FDD Document
nt, all rights granted to you under this Agreement will terminate, the franchise will revert to us, and you will have the obligations set forth below, which obligations survive the expiration or termination of this Agreement, along with any other provisions of this Agreement which by their nature may or are to be performed following expiration or termination of this Agreement:
A. You will immediately cease to operate the business franchised under this Agreement, and will not thereafter, directly or indirectly, represent to the public or hold yourself out as a Basecamp Fitness franchisee with respect to such business.
B. You will immediately and permanently cease to use, in any manner whatsoever, all confidential information, approved Information System and related software, methods, procedures and techniques used by or associated with the System, and the Marks and distinctive forms, slogans, signs, symbols, logos and devices associated with the System, as well as any name, mark, symbol, logo or slogan similar to any of the Marks. You will also specifically authorize us to physically remove any signage bearing any of the Marks that you may fail to remove. Further, if we elect to remove such signage, you will, upon demand, reimburse us for any costs we incur in doing so.
C. You will immediately return to us the Manual, all copies or excerpts thereof, and any property held or used by you that is owned by us and will cease to use, and either destroy or convey to us, all signs, advertising materials, displays, stationery, forms and any other materials that bear or display the Marks.
D. Subject to Section 16.H below, you will take such actions as may be necessary to cancel any assumed name or similar registration that contains the Marks "Basecamp" or "Basecamp Fitness" or any other Mark, and will immediately and permanently refrain from and cease all use of the Marks on or in any Technology Platforms and cancel any Technology Platform you control as we direct. You agree and acknowledge that your continued use of the Marks after the expiration or termination of this Agreement will be without our consent and will constitute an "exceptional case" under federal trademark law (15 U.S.C. § 1117) entitling us to recover treble damages, costs and attorneys' fees.
E. You will, within ten (10) days after termination or expiration of this Agreement, make such modifications and alterations to your Basecamp Studio premises as may be necessary to distinguish the appearance of the premises from all attributes of the System and will make such specific additional changes thereto as we may request. You agree that, at a minimum, such modifications will include: (i) removal of all signage; (ii) alteration of the color scheme and decor; and (iii) discontinuation of the use of any item containing any of the Marks.
F. Within five (5) days after termination, you will pay to us all amounts owed to us under this Agreement, including the Royalty Fees that would be due through the date this Agreement was scheduled to expire. Further, if this Agreement is terminated for any reason other than as a result of a material breach of this Agreement by us that is not cured within thirty (30) days following notice from you, such sums will include all damages, costs, and expenses, including reasonable attorneys' fees, incurred by us as a result of the default and the termination. You agree that until such obligations are paid in full, you hereby grant us a lien against any and all of the personal property, furnishings, equipment, signs, fixtures and inventory owned by you and located on your Basecamp Studio premises on the date this Agreement terminates or expires and authorize us to file financing statements and other documents we deem appropriate to perfect such lien.
G. If requested by us, you will take all further action and execute all documents necessary to convey and assign to us all telephone and fax numbers that have been used in the operation of your Basecamp Studio, as well as any other registrations or listings for any Technology Platforms that we may have allowed you to use and that include the word "Basecamp" or if we do not so request, you will cease all use of such telephone numbers and Technology Platforms that include the word "Basecamp."
H. You will comply with the covenants contained in this Agreement, including, but not limited to, the covenants not to compete and the covenants not to disclose trade secrets or confidential information.
I. We may, if you fail or refuse to do so, execute in your name and on your behalf, any and all actions and/or documents that may be necessary to affect your obligations under Sections 16.D and 16.H, and you hereby irrevocably appoint us as your attorney in fact to do so, which appointment is coupled with an interest.
J. You will furnish us with written evidence satisfactory to us of compliance with all the obligations set forth in this Section 16 within thirty (30) days after termination or expiration of this Agreement.
K.
Source: Item 22 — CONTRACTS (FDD pages 61–62)
What This Means (2025 FDD)
According to the 2025 Basecamp Fitness Franchise Disclosure Document, several sections of the franchise agreement outline termination rights for both the franchisor and franchisee. Section 14.A details conditions under which Basecamp Fitness can terminate the agreement without notice, such as liquidation, failure to adhere to construction plans, abandonment of the studio, unauthorized transfers, fraudulent conduct, repeated violations, or misuse of trademarks.
Item 22 also specifies the franchisee's obligations upon termination or expiration of the agreement, including ceasing operation, discontinuing use of confidential information and trademarks, returning the manual and other property, canceling registrations containing Basecamp Fitness marks, and modifying the studio premises to differentiate it from the Basecamp Fitness system. These obligations are detailed in paragraphs A through E of Item 22.
Additionally, the Franchisee has termination rights as allowed under applicable law. Addenda for specific states like California and North Dakota modify certain termination-related provisions. For example, the California Addendum notes that the California Franchise Relations Act provides franchisees with additional rights concerning termination and non-renewal, potentially superseding some agreement provisions. The North Dakota Addendum modifies sections related to attorney's fees and termination penalties.