What sections of the Carvel franchise agreement survive after termination?
Carvel Franchise · 2025 FDDAnswer from 2025 FDD Document
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Survival.
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 the 2025 Carvel FDD, all representations, warranties, covenants, and indemnities made within the agreement, along with any provisions that inherently should remain in effect, will survive the expiration or termination of the agreement. This means that any promises or guarantees made by either party, as well as obligations to protect the other party from losses, will continue to be enforceable even after the franchise relationship ends. Additionally, any rights or privileges a party has due to events or conditions that occurred before the termination will also remain in effect and can be enforced. This ensures that both Carvel and the franchisee are held accountable for their actions and obligations, even after the agreement is no longer active.
This survival clause is a standard practice in franchising, designed to protect both the franchisor and franchisee from potential liabilities or breaches of contract that may arise even after the franchise agreement has ended. For example, if a franchisee made misrepresentations about the Carvel brand during the term of the agreement, Carvel could still pursue legal action even after the agreement is terminated. Similarly, if Carvel breached a warranty during the agreement, the franchisee could still seek recourse.
For a prospective Carvel franchisee, this means understanding that certain obligations and rights will extend beyond the termination date of the franchise agreement. It is important to carefully review the entire agreement to identify which provisions are intended to survive termination. This includes understanding the scope of any representations, warranties, covenants, and indemnities made, as well as any other provisions that by their nature should continue to be enforceable.
It is also important to note that the specific terms of the survival clause may vary depending on the jurisdiction and the specific circumstances of the franchise relationship. Therefore, it is always advisable to seek legal counsel to fully understand the implications of the survival clause and how it may affect your rights and obligations as a Carvel franchisee.