Under what circumstances does the Minnesota Addendum to the Basecamp Fitness Franchise Agreement apply?
Basecamp_Fitness Franchise · 2025 FDDAnswer from 2025 FDD Document
uted in connection with the franchise.
- Each provision to this Addendum to the Franchise Agreement shall be effective only to the extent that, with respect to such provision, the jurisdictional requirements of the Maryland Franchise Registration and Disclosure Law are met independently without reference to this Addendum.
Franchisor: BASECAMP FITNESS FRANCHISOR LLC Its: Its:
MINNESOTA ADDENDUM TO FRANCHISE AGREEMENT
Notwithstanding anything to the contrary set forth in the Basecamp Fitness Franchisor LLC Franchise Agreement, the following provisions shall supersede any inconsistent provisions and apply to all Basecamp Fitness franchises offered and sold in the state of Minnesota:
This Minnesota Addendum is only applicable if you are a resident of Minnesota or if your business will be located in Minnesota.
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- Minn. Stat. Section 80C.21 and Minn. Rule 2860.4400J prohibit Franchisor from requiring litigation to be conducted outside Minnesota. In addition, nothing in this Agreement can abrogate or reduce any of your rights as provided for in Minnesota Statutes, Chapter 80C or your rights to any procedure, forum or remedies provided for by the laws of the jurisdiction.
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- Franchisor will comply with Minn. Stat. Section 80C.14, subds. 3, 4 and 5, which require, except in certain specified cases, that the Franchisee be given 90 days' notice of termination (with 60 days to cure) and 180 days' notice for nonrenewal of the Franchise Agreement.
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- Section 3 is revised to include the following:
To the extent required by the Minnesota Franchise Act, Franchisor will protect your rights to use the trademarks, service marks, trade names, logos and other commercial symbols, or indemnify you from any loss, costs or expenses arising out of any claim, suit or demand regarding your use of the marks, provided you are using the Names and Marks in accordance with this Agreement.
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- Franchisor shall not require Franchisee to assent to a release, assignment, novation or waiver that would relieve any person from liability imposed by Minnesota Statutes, Sections 80C.01 to 80C.22, provided that the foregoing shall not bar the voluntary settlement of disputes.
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Source: Item 22 — CONTRACTS (FDD pages 61–62)
What This Means (2025 FDD)
According to Basecamp Fitness's 2025 Franchise Disclosure Document, the Minnesota Addendum to the Franchise Agreement is applicable if a franchisee is a resident of Minnesota or if the Basecamp Fitness business will be located in Minnesota. The addendum modifies the standard franchise agreement to comply with Minnesota franchise law.
Several specific Minnesota statutes are referenced in the addendum. For example, Minnesota Statute Section 80C.21 and Minnesota Rule 2860.4400J prohibit Basecamp Fitness from requiring litigation to be conducted outside of Minnesota. The addendum also ensures that nothing in the agreement can reduce any of the franchisee's rights as provided for in Minnesota Statutes, Chapter 80C, or their rights to any procedure, forum, or remedies provided by Minnesota law.
Additionally, Basecamp Fitness will comply with Minn. Stat. Section 80C.14, subds. 3, 4, and 5, which mandate that franchisees receive 90 days' notice of termination (with 60 days to cure) and 180 days' notice for nonrenewal of the Franchise Agreement, except in certain specified cases. The addendum also ensures that Basecamp Fitness will protect the franchisee's rights to use trademarks, service marks, trade names, logos, and other commercial symbols, or indemnify the franchisee from any losses arising out of claims related to their use, provided the franchisee uses the marks in accordance with the agreement.
Finally, the addendum states that Basecamp Fitness cannot require the franchisee to agree to a release, assignment, novation, or waiver that would relieve any person from liability imposed by Minnesota Statutes, Sections 80C.01 to 80C.22, although voluntary settlement of disputes is permitted. Furthermore, no statement, questionnaire, or acknowledgment signed by the franchisee can waive claims under state franchise law, including fraud in the inducement, or disclaim reliance on statements made by Basecamp Fitness or its representatives. This provision supersedes any other conflicting term in any document related to the franchise.