What agreements must all Carvel Owners sign?
Carvel Franchise · 2025 FDDAnswer from 2025 FDD Document
[Item 1: The Franchisor and any Parents, Predecessors, and Affiliates]
This Disclosure Document describes a franchise for the following Shoppe formats (all of which are collectively referred to as Shoppes):
A Full Shoppe is a Shoppe where (i) you produce and sell a full range of Carvel products from typically free-standing or in-line locations and (ii) direct operational support is provided by Carvel. If you will operate a Full Shoppe, you will sign the Carvel Franchise Agreement attached as Exhibit B to this Disclosure Document (the "Franchise Agreement").
An Express Shoppe is a Shoppe where (i) you produce and sell selected Carvel products from a space with other GoTo Foods Portfolio brands or in the space of another restaurant, food service facility, or business approved by us and (ii) direct operational support is provided by Carvel. If you will operate an Express Shoppe, you will sign the Franchise Agreement, along with the Carvel Express Schedule attached as Exhibit C to this Disclosure Document (the "Express Schedule").
A Hosted Express Shoppe is a Shoppe where (i) you produce and sell selected Carvel products from a location in the space of another GoTo Foods Portfolio brand shop, bakery, or restaurant, approved by us ("Host Facility") and (ii) direct operational support is provided by the other GoTo Foods Portfolio brand. If you will operate a Hosted Express Shoppe, you will sign the Franchise Agreement, along with the Carvel Hosted Express Schedule attached as Exhibit C to this Disclosure Document (the "Hosted Express Schedule").
An Ice Cream Truck is a Shoppe where (i) you will produce and sell a range of Carvel's products from an ice cream truck and (ii) direct operational support is provided by Carvel. We only offer Ice Cream Trucks to existing franchisees that meet our qualifications. If you operate an Ice Cream Truck, you will sign the Franchise Agreement, along with the Carvel Ice Cream Truck Schedule attached as Exhibit C to this Disclosure Document (the "Ice Cream Truck Schedule").
A Cinnabon Co-Branded Shoppe (also referred to as a "Co-Branded Shoppe") is a Full Shoppe where you produce and sell a range of Carvel products in conjunction with those products authorized to be sold under the Cinnabon® franchise system.
[Item 1: The Franchisor and any Parents, Predecessors, and Affiliates]
In order to operate a Cinnabon Co-Branded Shoppe, you must (i) purchase a Carvel® franchise from us, sign a Franchise Agreement with us, and sign the Cinnabon Co-Branded Shoppe Schedule, which is attached as Exhibit C to this Disclosure Document (the "Co-Branded Shoppe Schedule") and (ii) purchase a Cinnabon® franchise from Cinnabon and sign a Cinnabon® franchise agreement and co-branded schedule with Cinnabon.
- A Swirl Shoppe is a Co-Branded Shoppe that operates under the Cinnabon Swirl™ mark and trade dress and offers a unique menu that offers traditional Carvel® and Cinnabon® products in addition to hybrid menu items that combine products and ingredients from both brands.
In order to operate a Swirl Shoppe, you must (i) purchase a Carvel® franchise from us, sign a Franchise Agreement with us, and sign the Swirl Shoppe Schedule, which is attached as Exhibit C to this Disclosure Document (the "Swirl Shoppe Schedule") and (ii) purchase a Cinnabon® franchise from Cinnabon and sign a Cinnabon® franchise agreement and Swirl schedule with Cinnabon.
[Item 23: Receipts]
PERSONAL COVENANTS
All Persons Having an Equity Interest in Franchisee Must Sign
Each of the undersigned ("you") agrees that:
As an inducement to us to enter into the Franchise Agreement, and in consideration of the direct and personal benefits you will derive from the Franchise Agreement, you agree that: (i) you have read and understand all the provisions of Section 15 (Confidential Information; Restrictive Covenants) of the Franchise Agreement; (ii) you will be personally bound by all of the obligations and covenants of Franchisee in Section 15 of the Franchise Agreement as if the obligations and covenants were made and given personally by you directly to us; and (iii) the obligations and covenants are fair and reasonable and will not deprive you of your livelihood.
[Item 23: Receipts]
GUARANTY OF PAYMENT AND PERFORMANCE
THIS GUARANTY (the "Guaranty") is made by the undersigned individuals (whether one or more, jointly and severally, the "Guarantor"), in favor of Carvel Franchisor SPV LLC, a Delaware limited liability company ("Franchisor").
[Item 23: Receipts]
FRANCHISEE DISCLOSURE ACKNOWLEDGEMENT
THIS ACKNOWLEDGEMENT SHALL NOT BE COMPLETED BY YOU, AND WILL NOT APPLY, IF THE OFFER OR SALE OF THE FRANCHISE IS SUBJECT TO THE STATE FRANCHISE DISCLOSURE LAWS IN THE STATES OF CALIFORNIA, HAWAII, ILLINOIS, INDIANA, MARYLAND, MICHIGAN, MINNESOTA, NEW YORK, NORTH DAKOTA, RHODE ISLAND, SOUTH DAKOTA, VIRGINIA, WASHINGTON, OR WISCONSIN.
IF THE FRANCHISE IS TO BE OPERATED IN, OR YOU ARE A RESIDENT OF, MARYLAND, DO NOT SIGN THE ACKNOWLEDGEMENT.
As you know, Carvel Franchisor SPV LLC ("we") and the franchisee identified below ("you") are preparing to enter into a Carvel® Franchise Agreement (the "Franchise Agreement") for the operation of a Carvel® franchise. The purpose of this Acknowledgement is to determine whether any statements or promises were made to you that we have not authorized or that may be untrue, inaccurate or misleading, to be certain that you have been properly represented in this transaction, and to be certain that you understand the limitations on claims you may make by reason of the purchase and operation of your franchise. You cannot sign or date this Acknowledgement the same day as the Receipt for the Franchise Disclosure Document, but you must sign and date it the same day you sign the Franchise Agreement and pay your franchise fee.
Source: Item 15 — Obligation to Participate in the Actual Operation of the Franchise Business (FDD pages 82–83)
What This Means (2025 FDD)
According to the 2025 Carvel Franchise Disclosure Document, all Carvel owners must sign several agreements, the primary one being the Franchise Agreement. This agreement grants the franchisee the right to operate a Carvel Shoppe. The specific schedules and additional agreements required depend on the type of Carvel Shoppe the franchisee intends to operate. For instance, those operating an Express Shoppe, Hosted Express Shoppe, or Ice Cream Truck must also sign the respective Carvel Express Schedule, Carvel Hosted Express Schedule, or Carvel Ice Cream Truck Schedule, all of which are attached as Exhibit C to the FDD.
In the case of a Cinnabon Co-Branded Shoppe or a Swirl Shoppe, franchisees must also sign the Cinnabon Co-Branded Shoppe Schedule or the Swirl Shoppe Schedule, respectively, along with purchasing a Cinnabon franchise and signing the Cinnabon franchise agreement and co-branded schedule with Cinnabon. Furthermore, individuals with an equity interest in the franchisee must sign personal covenants, agreeing to be bound by the obligations and covenants outlined in Section 15 of the Franchise Agreement, which pertains to confidential information and restrictive covenants.
Additionally, the Guaranty of Payment and Performance must be signed by individuals guaranteeing the franchisee's obligations to Carvel. The Franchisee Disclosure Acknowledgement is another document that franchisees must sign, affirming that they have not received any unauthorized or misleading statements and that they understand the limitations on claims related to their franchise. However, this acknowledgement is not applicable in certain states with specific franchise disclosure laws, such as California, Hawaii, Illinois, Indiana, Maryland, Michigan, Minnesota, New York, North Dakota, Rhode Island, South Dakota, Virginia, Washington, or Wisconsin, and should not be signed by residents of Maryland.
Prospective Carvel franchisees should carefully review all these agreements and schedules to fully understand their obligations and the specific requirements for their chosen Shoppe format. It is also important to note the conditions under which certain agreements, like the Franchisee Disclosure Acknowledgement, may not apply based on the franchisee's location.