Does the Carvel agreement specify which provisions survive the expiration or termination of the agreement?
Carvel Franchise · 2025 FDDAnswer from 2025 FDD Document
Each provision of this Agreement that expressly or by reasonable implication is to be performed, in whole or in part, after the expiration, termination, or Transfer of this Agreement will survive such expiration, termination, or Transfer, including, but not limited to, Sections 9 (Intellectual Property), 13.1 (Indemnification), 15 (Confidential Information; Restrictive Covenants), 18 (Obligations on Expiration or Termination), and 19 (Dispute Resolution).
Source: Item 23 — Receipts (FDD pages 100–353)
What This Means (2025 FDD)
According to the 2025 Carvel FDD, the franchise agreement specifies which provisions will remain in effect even after the agreement expires, terminates, or is transferred. This is a standard practice in franchising to protect the franchisor's interests and ensure certain obligations continue.
Specifically, any part of the agreement that logically requires continued performance or effect after the agreement ends will survive. The agreement highlights several sections that fall into this category. These include Section 9, which deals with intellectual property, ensuring that franchisees do not misuse Carvel's trademarks or other proprietary information after leaving the system. Section 13.1 covers indemnification, meaning a franchisee may still be responsible for covering certain losses or liabilities even after the agreement is no longer in effect. Section 15 pertains to confidential information and restrictive covenants, preventing former franchisees from using confidential information gained during their time with Carvel to compete unfairly. Section 18 outlines obligations upon expiration or termination, detailing what a franchisee must do when the agreement ends. Finally, Section 19 addresses dispute resolution, meaning that the procedures for resolving disagreements outlined in the agreement will still apply even after termination.
This survival clause ensures that both Carvel and the franchisee understand their ongoing responsibilities and rights, even after the formal agreement period concludes. Franchisees should carefully review these sections to understand the full scope of their post-termination obligations.