What agreements related to the Circle K franchise relationship should I review in the Franchise Disclosure Document?
Circle_K Franchise · 2025 FDDAnswer from 2025 FDD Document
ices, except as restricted by law.
ITEM 17 RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION
THE FRANCHISE RELATIONSHIP
This table lists certain important provisions of the franchise and related agreements. You should read these provisions in the agreements attached to this franchise disclosure document.
| Provision | Section in Franchise or other agreement* | Summary |
|---|---|---|
| forum | 42 of Motor Fuel Agreement; Section 12(d) of Branding Agreement | in a state or federal court in the county where our corporate headquarters are located at the time of the dispute (subject to state law). |
| w. Choice of law | Section 20.5; Section | Arizona law applies (subject to state law). |
| 43 of Motor Fuel | ||
| Agreement; Section | ||
| 12(e) of Branding | ||
| Agreement | ||
| Section in | ||
| ------------------------------------ | -------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |
| Provision | Franchise or other | Summary |
| agreement* | ||
| Agreement | monetary obligations must be paid in full; you must remodel | |
| your Store; sign a release; sign the then-current franchise | ||
| agreement; you must have right to lease the premises for the | ||
| length of the renewal term; and you must pay us a | ||
| renewal fee. | ||
| Motor Fuel Agreement: You must provide prior written notice | ||
| to us; be in compliance with the Motor Fuel Agreement; renew | ||
| your Convenience Store Franchise Agreement; not received | ||
| customer complaints regarding operation of the Motor Fuel | ||
| Business; all monetary obligations must be paid in full; your | ||
| Motor Fuel Business must be in compliance with our then | ||
| current motor fuel branding requirements; sign a release; sign | ||
| the then-current motor fuel agreement; and you must have | ||
| right to lease the premises for the length of the renewal term; | ||
| there is no renewal fee. | ||
| Branding Agreement: You must provide prior written notice | ||
| to us; be in compliance with the Branding Agreement; meet | ||
| our standard and requirements; renew your Convenience Store | ||
| Franchise Agreement; sign a release; pay all monetary | ||
| obligations owed to us or our affiliate in full; sign our then | ||
| current form of Branding Agreement; there is no renewal fee. | ||
| If you seek to renew your franchise at the expiration of the | ||
| initial term or any renewal term, you will be required to sign a | ||
| new franchise agreement that contains terms and conditions | ||
| that may be materially different from those in your previous | ||
| franchise agreement, such as different fee requirements and | ||
| territorial rights. As a condition to renewal, we may require | ||
| you to | ||
| (a) relocate your Store | ||
| to another location that meets | ||
| our then-current standards, (b) add a retail motor fuel business | ||
| to your franchised Circle K convenience store business that | ||
| offers Circle K branded motor fuel sourced by us or our | ||
| affiliate pursuant to an agreement with us or such affiliate, | ||
| and/or (c) if you currently offer, at | ||
| or near | ||
| the premises of your | ||
| franchised Circle K convenience store business, third-party | ||
| sourced and/or third-party branded motor fuel, we may require | ||
| you to cease offering such motor fuel and only offer Circle K | ||
| branded motor fuel sourced by us or our affiliates pursuant to | ||
| an agreement with us or our affiliate, or (d) re-brand your | ||
| Circle K store to another convenience store brand owned by | ||
| us or our affiliates, each at your expense. | ||
| d. | Not Applicable | |
| Termination | ||
| by franchisee | ||
| e. | Not Applicable | |
| Termination | ||
| by franchisor |
| Provision | Section in Franchise or other agreement* | Summary |
|---|---|---|
| without cause f. Termination by franchisor with cause | Article 14; Section 3.2 of Software Agreement; Section 25 of the Motor Fuel Agreement; Section 9 of the Branding Agreement | We may terminate only if you default or your premises lease is terminated or expires. |
| g. "Cause" defined - curable defaults | Sections 14.3 & 14.6; Section 3.2 of Software Agreement Section 25(b) of the Motor Fuel Agreement; Section 9(a) of Branding Agreement | Convenience Store Franchise Agreement: You have 5 days to cure nonpayment of fees. You have 30 days to cure other defaults except for defaults listed in Sections 14.1 and 14.2, which are grounds for immediate termination. Software Agreement: You have 30 days to cure material breach of Software Agreement; if breach of a nature incapable of being cured in 30 days, you shall be entitled to no more than 90 days to effectuate a cure. Motor Fuel Agreement: You have 5 days to cure nonpayment of fees. You have 30 days to cure other defaults except for defaults listed in Section 25(a), which are grounds for immediate termination. Branding Agreement: You have 30 days to cure any default of the Branding Agreement except for defaults listed in Sections 11(a)(iv), (vi), (vii) or (viii), which are grounds for immediate termination. |
| h. "Cause" defined – non curable defaults | Section 14.1 & 14.2; Sections 2.3.5 & 2.3.6 of Software Agreement; Sections 25(c) of the Motor Fuel Agreement; Section 9(a) of Branding Agreement | Convenience Store Franchise Agreement: Bankruptcy, abandonment, misconduct, fraud, repeated defaults even if cured, failure to timely open your Circle K Store, seizure of Franchised Business, felony, expiration or termination of your lease or sublease, termination of any other agreement between the parties, violation of law, material statement of untrue fact, misuse of marks, unauthorized transfer. Software Agreement: Non-approved transfer, termination and expiration of Convenience Store Franchise Agreement. Motor Fuel Agreement: Bankruptcy, abandonment, misconduct, fraud, failure to timely open your Motor Fuel Business, seizure of the Motor Fuel Business, felony, misdemeanor or other criminal misconduct involving fraud, moral turpitude or commercial dishonesty, termination of any other agreement between the parties, violation of law, material statement of untrue fact, misuse of marks, unauthorized transfer. Branding Agreement: Use of Marks by franchisee or any retailer of franchisee at an unauthorized premises; |
Source: Item 17 — RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION (FDD pages 79–85)
What This Means (2025 FDD)
According to Circle K's 2025 Franchise Disclosure Document, Item 17 lists important provisions of the franchise and related agreements that a prospective franchisee should review. These agreements include the Convenience Store Franchise Agreement, Motor Fuel Agreement, Software Agreement, and Branding Agreement.
The agreements cover various aspects of the franchise relationship. For example, the franchise agreement contains covenants related to competition during the term of the franchise, restricting franchisees from operating a competing business within 2 miles of any business conducted under the Circle K Marks without prior consent. The agreements also address modification, stating that amendments must be made in writing and signed by all parties involved.
Furthermore, the agreements include clauses regarding integration/merger, specifying that only the terms within the respective agreements (Convenience Store Franchise Agreement, Motor Fuel Agreement, and Branding Agreement) are binding, subject to state law. Any statements or promises not included in these agreements or the Disclosure Document should not be relied upon, as they may not be enforceable. Dispute resolution is also addressed, requiring all disputes to be mediated and arbitrated in the county where Circle K's corporate headquarters are located at the time of the dispute.
Finally, the agreements outline the conditions for renewal, which include providing prior written notice, compliance with the respective agreement, and meeting specific standards and requirements. Franchisees may also be required to sign a release, pay all monetary obligations, and sign the then-current form of the agreement. It is important to note that the new franchise agreement may contain terms and conditions that are materially different from those in the previous agreement, such as different fee requirements and territorial rights. As a condition to renewal, Circle K may require franchisees to relocate their store or add a retail motor fuel business to their franchised Circle K convenience store business.