Are the Carvel Company's obligations under the Service Level Agreement dependent on the Franchisor's obligations under the Franchise Agreement?

According to Carvel's 2025 Franchise Disclosure Document, the Carvel Company's obligations and duties under the Service Level Agreement are independent of the Franchisor's obligations and duties under the Franchise Agreement. This means that the two agreements operate separately, and neither party's performance is contingent upon the other's.

For a Carvel franchisee, this independence has important implications. If the Franchisor fails to meet its obligations under the Franchise Agreement, the franchisee is still obligated to perform their duties under the Service Level Agreement with the Company. Conversely, if the Company fails to provide the agreed-upon support services, the franchisee cannot use this as a justification for non-compliance with the Franchise Agreement.

This separation of obligations provides clarity and ensures that each agreement stands on its own. It also means that any breach by the Carvel Franchisor under the Franchise Agreement does not excuse the franchisee from fulfilling their obligations to the Carvel Company under the Service Level Agreement. Similarly, any failure by the Carvel Company to meet its obligations under the Service Level Agreement does not excuse the franchisee from performing their obligations under the Franchise Agreement.