Does Carvel have the right to review 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 executed. This review is to ensure the Site Agreement complies with the requirements outlined in Section 5.4 of the Franchise Agreement.

This means that a prospective Carvel franchisee should be prepared to submit their Site Agreement to Carvel for review before signing it. While Carvel is not required to review the agreement, they have the right to do so. Franchisees must ensure the Site Agreement doesn't create obligations for Carvel, grant rights adverse to Carvel's, or include terms inconsistent with the Franchise Agreement. Franchisees also need to perform all terms under the Site Agreement duly and timely and cannot assign, encumber, or transfer the Site Agreement without Carvel's prior written approval.

Furthermore, franchisees must ensure that all Site Agreements comply with any terms set forth in the Manuals. If a franchisee proposes to modify, amend, or renew 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 acceptance of any changes to the Site Agreement will not be unreasonably withheld and may be conditional upon the inclusion of terms acceptable to Carvel, including those provisions specified in Section 5.4.C (Preferred Lease Terms).