What right does Carvel have regarding a franchisee's Site Agreement prior to its execution?

According to Carvel's 2025 Franchise Disclosure Document, Carvel has the right, but not the obligation, to review a franchisee's Site Agreement before it is signed. This review is to verify that the Site Agreement complies with the requirements outlined in Section 5.4 of the Franchise Agreement. This means that while Carvel doesn't have to review the agreement, they can choose to do so to ensure it meets their standards.

Before signing a Site Agreement, a prospective Carvel franchisee must ensure that the agreement meets all the requirements specified in Section 5.4. If a franchisee fails to provide the Site Agreement to Carvel within 15 days after its execution, Carvel may charge a Lease Documentation Late Fee of $500 per month (or partial month) until the document is delivered.

Furthermore, if a franchisee proposes any modifications, amendments, or renewals to the Site Agreement, they must submit a copy to Carvel for review and approval at least 10 days before the proposed effective date. Carvel's review of these changes is limited to ensuring compliance with the terms of the Franchise Agreement, and approval cannot be unreasonably withheld. Carvel may also condition its acceptance on the inclusion of specific terms, particularly those outlined in Section 5.4.C, which details preferred lease terms. This ensures Carvel maintains some control over the lease terms and conditions, even after the initial agreement.