FDD Item 22 Explained: The Contracts You Will Actually Sign

Item 22 is the part of a Franchise Disclosure Document that most buyers skim and most attorneys go to first. It is the exhibits section: the actual contracts you would be asked to sign, attached in full. Everything earlier in the FDD describes the deal. Item 22 is the deal, in the binding language a court would read if anything ever went wrong.

The Franchise Rule requires it at 16 CFR 436.5(v), and the requirement is broad on purpose: 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 is the franchisor’s contracts, attached as exhibits to the disclosure document. The Rule states the requirement plainly at 16 CFR 436.5(v): attach a copy of all proposed agreements regarding the franchise offering, including the franchise agreement and any lease, options, and purchase agreements. That word “including” is doing quiet work. It names four categories, but it does not limit the section to them. Anything the franchisor will ask you to sign as part of the offering belongs here.

So while the franchise agreement is the centerpiece, the exhibits usually run wider. Depending on the brand and the specific deal, you may also find a lease or sublease for your location, a promissory note or financing agreement if the franchisor lends or defers any money, a personal guarantee, a covenant not to compete, a software or technology license, and an area development agreement if you are signing for more than one unit. The FTC’s plain-language rule names only the core four; the rest are standard practice rather than a regulatory checklist, so treat any itemized list, including this one, as typical contents and confirm what your own FDD actually attaches.

The summaries are not the contract

Here is the misread that costs people the most. 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.

That gap matters because when a summary and the signed agreement disagree, the agreement is what binds you. 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.

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. Buyers focus on the main contract and skim past the lease or the guarantee, which is backwards, because those attachments can create obligations that outlive the franchise. A personal guarantee can follow you after a unit closes. A non-compete can limit what you do next. Read them with the same attention you give the franchise agreement itself.

Then hand the complete set to a franchise attorney, not a general-practice lawyer. The FTC’s Consumer’s Guide recommends having an attorney review the agreements, and a franchise attorney reads Item 22 as a system: how the lease, the guarantee, and the franchise agreement interact, where one document quietly amplifies another, and which clauses are unusual for the industry. That systemic read is exactly what a non-specialist tends to miss.

Which terms are negotiable?

The honest answer is that it depends on the franchisor, and Item 22 will not tell you which. Larger, established systems often present the agreement as take-it-or-leave-it and mean it. Younger or smaller brands sometimes have more give. What Item 22 does is put the full contract in your hands early enough to find out on your own terms.

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. Our checklist on what to negotiate in a franchise agreement frames the common ones as questions for your lawyer.

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?