Does the Carvel franchise agreement's Force Majeure clause excuse obligations that are not necessarily prevented or materially hindered during the period of the Force Majeure?

According to Carvel's 2025 Franchise Disclosure Document, the Force Majeure clause in the franchise agreement does not excuse obligations that are not necessarily prevented, or materially hindered or delayed during the period of the Force Majeure. This means that Carvel franchisees are still responsible for fulfilling their contractual duties to the extent possible, even during a Force Majeure event.

The Force Majeure clause outlines specific events that qualify, including acts of God, terrorism, war, civil unrest, contamination, strikes, epidemics, pandemics, embargoes, lack of essential resources like water, materials, or power, property casualties such as fire, hurricanes, tornadoes, earthquakes, and governmental actions. For an event to qualify as Force Majeure, it must be beyond reasonable control, not reasonably foreseeable, and unavoidable.

The clause explicitly states that it does not relieve a party of payment obligations for monies owed, obligations that existed before the Force Majeure, or obligations that start after the Force Majeure. This ensures that Carvel franchisees cannot use a Force Majeure event as a blanket excuse to avoid financial responsibilities or other duties that are still possible to perform. Franchisees need to understand that while some obligations may be suspended due to a Force Majeure event, others will remain in effect, requiring careful assessment and communication with Carvel.