FDD Item 22 Explained: The Contracts You Will Actually Sign

Item 22 is the contracts section of a Franchise Disclosure Document. It identifies the proposed agreements attached to the FDD, including the franchise agreement. Read those agreements alongside the disclosure summaries before signing.

The Franchise Rule requires it at 16 CFR 436.5(v), and the requirement is broad: the franchisor must attach a copy of all proposed agreements regarding the franchise offering, including the franchise agreement and any lease, options, and purchase agreements. This guide explains what belongs in Item 22, why the contracts here can say more than the summaries earlier in the document, and how to work through them without pretending you are your own lawyer. It is the exhibit half of the how-to-read-an-FDD walkthrough; the receipt you sign to start your review clock is Item 23.

What is in FDD Item 22?

Item 22 identifies the proposed agreements attached to the disclosure document. 16 CFR 436.5(v) states:

Item 22: Contracts. Attach a copy of all proposed agreements regarding the franchise offering, including the franchise agreement and any lease, options, and purchase agreements.

The requirement covers all proposed agreements regarding the offering. The word “including” introduces examples, not a limit on which agreements must be attached. Use the exhibit list to locate the agreements for your attorney’s review.

What a real 2026 Item 22 exhibit list contains

These are the titles listed in Item 22 of three 2026 FDDs. The linked brand pages provide cost context; the FDDs are linked in Sources.

Brand	FDD issued	Exhibits attached
PJ’s Coffee	April 10, 2026	A: Franchise Agreement; B: Confidentiality Agreement; C: Guaranty Agreement; D: Direct Deposit Authorization Form; E: Conditional Assignment of Telephone Numbers and Listings; F: Financial Statements; G: Operations Manual Table of Contents; H: Agents for Process of Services /State Administrators; I: Franchise Disclosure Acknowledgement Statement; J: List of Franchisees; K: General Release Agreement; L: Contingent Assignment of Lease; M: State Specific Addenda; N: Multi-Unit Option Agreement; O: Receipt.
The Human Bean	February 25, 2026; amended May 5, 2026	B: Franchise Agreement, State-Specific Addendum (if applicable), Guaranty Agreement, Manager’s Confidentiality Agreement, and Form of Release; C: Site Analysis Agreement; H: Area Development Agreement and State-Specific Addendum (if applicable).
Aroma Joe’s	March 3, 2026	A: Franchise Agreement; A-1: Franchise Disclosure Questionnaire; A-2: Landlord Lease Rider; A-3: Guaranty and Assumption Agreement; C: Pre-Authorized Bank Form; F-1: Confidentiality Agreement for Disclosure of Operations Manual; G: Privacy Policy; H: General Release; J: Area Development Agreement; J-2: Guarantee and Assumption Agreement.

Each of these three lists includes a guaranty agreement and a general release, titled “Form of Release” in The Human Bean’s list. Two attach lease-related documents, and all three attach multi-unit or area development agreements. Some listed exhibits, including financial statements, franchisee lists, receipts, and the manual table of contents, are disclosures, not contracts.

For a coffee shop lease proposal, see this letter of intent guide for a franchise site alongside the lease-related exhibits in Item 22.

The summaries are not the contract

The FDD’s numbered items read like the terms of your deal, and in a sense they are: Item 5 covers your initial fees, Item 6 covers the other recurring fees, and Item 17 lays out renewal, transfer, and termination. But those items are summaries the franchisor writes to describe the contract. The contract itself is in Item 22, and the two are not always a perfect match.

The agreements contain the terms you are being asked to accept. Ask your attorney to resolve any discrepancy with the disclosure summaries before signing. A renewal right described in warm language in Item 17 might carry conditions in the actual clause. A fee framed one way in Item 6 might be defined more broadly in the contract’s definitions. None of this means franchisors are hiding the ball; summaries simplify by nature. It means the summary tells you where to look, and the exhibit tells you what you are actually agreeing to. Read both, and read the exhibit last.

Item 9’s franchisee-obligations table points to specific agreement sections in the Item 22 contracts, so use its references to locate the reporting and audit clauses.

What should you do with Item 22?

Treat Item 22 as an attorney’s document that you prepare for, not one you decode alone. A few moves make the difference.

Read every attached agreement in full, not only the franchise agreement. Ask your attorney whether any lease or guarantee obligations continue after the franchise ends. For the sale and release question, see our personal guarantee release guide. Ask about any post-term restrictions too. Read them with the same attention you give the franchise agreement itself.

Then hand the complete set to your attorney. The FTC’s Consumer’s Guide to Buying a Franchise recommends having an attorney review the agreements. Ask how the lease, the guarantee, and the franchise agreement interact and whether any obligations survive termination.

Keep the signed agreements and every amendment for the full term; see our guide to fireproof document storage. For organizing retained business records, see our small-business tax document organizer.

Which terms are negotiable?

Item 22 provides the proposed contracts, not a promise that any clause can be negotiated. Ask your attorney which changes to request before signing.

The practical approach is to have your attorney flag the clauses worth raising before you are in a sales conversation: the personal guarantee’s scope, the post-term non-compete’s radius and length, the transfer conditions, the territory protections, and how termination and cure periods work. Some of those you may move. Some you will not. You will not know which until you ask, and you cannot ask well without having read the actual language first.

Reading Item 22 in context

Item 22 is most useful read against the summaries it backs up rather than in isolation. Pair each exhibit with its narrative item: the franchise agreement against Item 17’s renewal and termination summary, any financing note against Item 10’s financing disclosure, the fee schedule against Items 5 and 6. When the exhibit and the summary line up, you have confirmation. When they diverge, you have a question for your attorney, and that question is worth more than any amount of the franchisor’s marketing.

The division of labor is the same one that runs through the whole FDD. This article tells you what Item 22 is and how to approach it. Your franchise attorney tells you what the specific clauses in your specific contracts actually mean for you.

Questions to ask your attorney about Item 22

The exhibits are a lawyer’s document, so the highest-value step is arriving with the right questions.

• Which agreements are attached, and does the set match every contract the franchisor has asked me to sign?
• Where do the Item 22 contracts say something different from the summaries in Items 5, 6, and 17?
• What does the personal guarantee actually cover, and how long does it survive after a unit closes?
• How wide and how long is any non-compete, and is it enforceable in my state?
• Which of these terms does this franchisor, in your experience, actually negotiate, and which are fixed?

Take the red-flags checklist into your attorney review

Our free agreement red-flags checklist covers the clauses in the Item 22 contracts that cost buyers most: guaranties, transfer, termination and venue. Plus the due-diligence kit.

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