Which sections of the Carvel franchise agreement survive the expiration or termination of the agreement?
Carvel Franchise · 2025 FDDAnswer from 2025 FDD Document
All representations, warranties, covenants and indemnities made herein, and any provisions of this Agreement which by their express terms or very nature should survive expiration or termination of this Agreement shall survive and shall remain in full force and effect following expiration or termination of this Agreement.
All of a party's rights and privileges, to the extent they are attributable to events or conditions occurring or existing on or prior to the termination of this Agreement, shall survive the termination of this Agreement and shall be enforceable by such party and its successors and assigns.
Source: Item 23 — Receipts (FDD pages 100–353)
What This Means (2025 FDD)
According to Carvel's 2025 Franchise Disclosure Document, several provisions of the franchise agreement survive its expiration or termination. These include representations, warranties, covenants, and indemnities made within the agreement. Additionally, any provisions that, by their explicit terms or inherent nature, are meant to extend beyond the agreement's life will remain in effect. This ensures that certain obligations and protections continue even after the formal agreement has ended.
Specifically, any rights and privileges a party has that are linked to events or conditions that occurred before the termination date will also survive. This allows parties to enforce these rights even after the agreement is no longer active. This survival clause is a standard legal practice to ensure that ongoing responsibilities and entitlements are not abruptly cut off when the franchise term ends.
This means that franchisees and Carvel itself retain certain rights and responsibilities even after the franchise agreement expires or is terminated. Franchisees should pay close attention to these sections to understand their ongoing obligations, such as those related to confidentiality, non-competition, and financial responsibilities. Understanding these surviving clauses is crucial for both parties to avoid potential disputes and ensure a smooth transition upon the agreement's conclusion.