Under the Area Development Agreement for Basecamp Fitness, what is the significance of the Development Schedule?
Basecamp_Fitness Franchise · 2025 FDDAnswer from 2025 FDD Document
ent, 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.
- D. You acknowledge and agree that (i) we and our affiliates have the right to grant other franchises or operate company or affiliate owned fitness studios/businesses (including Basecamp Studios) at locations outside the Development Territory even if they compete with your Basecamp Studios for customers or members; (ii) we and our affiliates have the right to grant other franchises or licenses and to operate company or affiliate-owned fitness studios/businesses (including Basecamp Studios) within private establishments located within the Development Territory, provided that access to those centers is limited to employees of the business, or transient guests of the business, in either case who would not have any reciprocity with any other Basecamp Studio as a result of their use or membership in this private studio;
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 Development Schedule outlined in the Rider to the Area Development Agreement is a critical component that dictates the timeline for opening and operating Basecamp Studios within a designated Development Territory. The franchisee agrees to be bound by this schedule, and the document emphasizes that time is of the essence in adhering to it. This schedule specifies key milestones, including the dates for executing Franchise Agreements, submitting site approval requests, and, most importantly, the required opening dates for each Basecamp Studio. It also dictates the cumulative number of studios that must be open and continuously operating within the Development Territory.
Compliance with the Development Schedule directly impacts the developer's rights within their territory. As long as the developer adheres to the schedule, Basecamp Fitness Franchisor LLC commits not to develop, operate, or franchise others to develop and operate a Basecamp Studio within the Development Territory. This protection remains in effect until the earliest of several events: the expiration or termination of the Area Development Agreement, the date the last Basecamp Studio is due to open per the schedule, or the determination of the Protected Territory for the final studio. Failure to meet the Development Schedule can result in the expiration of the Development Territory rights, allowing Basecamp Fitness to develop or franchise others to develop studios in that area.
Furthermore, the Development Schedule is tied to the term of the Area Development Agreement itself. The agreement's term, along with all rights granted to the developer, expires on the date the Franchise Agreement is signed for the last Basecamp Studio scheduled to open under the Development Schedule. This underscores the importance of the schedule as a defining element of the development agreement's duration and the developer's expansion obligations. The franchisee must notify Basecamp Fitness of their intention to develop a studio at least thirty days prior to the date set forth in the Development Schedule.