What is the definition of 'License' in the context of the Circle K Franchise Agreement?
Circle_K Franchise · 2025 FDDAnswer from 2025 FDD Document
/span>In addition to terms defined elsewhere in this Agreement, the capitalized terms used in this Agreement shall have the definitions set forth in Schedule 1 attached hereto.
ARTICLE 2 GRANT OF LICENSE
2.1 Non-Exclusive License; Franchised Location; Store Opening. Subject to the terms and conditions herein, Franchisor hereby grants to Franchisee, and Franchisee hereby accepts, a non-exclusive license to establish and operate, during the Term, a Circle K Store, in conformity with the Business System, using the Marks (the "License"), at the location described in the Data Sheet attached hereto as Exhibit 1 (the "Franchised Location"). Franchisee agrees that the Store shall be constructed in accordance with the requirements of this Agreement and should be ready
to open within: (i) 1 year after the Effective Date, if the Store is a Conversion Store; or (ii) 2 years after the Effective Date, if the Store is a New Store. A failure to open a Conversion Store within one year or a New Store within two years will entitle Franchisor to immediately terminate this Agreement without Franchisor incurring any liability for such termination. If this Agreement is so terminated, Franchisee must comply with all post-termination obligations set forth herein, including but not limited to the payment of Liquidated Damages.
- 2.2 Franchisor's Reservation of Rights. Except for the limited License granted to Franchisee hereunder, all other rights related to the Business System and the Marks not specifically granted to Franchisee hereunder are expressly reserved by Franchisor and its Affiliates. Franchisee acknowledges that the License granted hereby relates solely to the Franchised Location, affords Franchisee no rights regarding other licenses or locations, and does not give Franchisee any exclusive right to market or sell to any prospective customers or any exclusive right to any territory. Without limiting the generality of the foregoing, Franchisee acknowledges and agrees that Franchisor and its Affiliates have expressly reserved certain rights to the use of the Marks, the Business Systems, the Methods, and Confidential Information in connection with their own convenience store and retailing operations, in connection with licensing the same or similar products or services utilizing the same or similar Marks, or any other trademarks, service marks or names, in connection with the manufacture and sale of products at wholesale and at retail, and in connection with granting such rights to others pursuant to a franchise agreement, some or all of which activities may compete, directly or indirectly, with Franchisee's operation of the Store. Franchisee agrees that it will not in any way interfere with the business operations of Franchisor, its Affiliates or other franchisees.
Source: Item 22 — CONTRACTS (FDD page 100)
What This Means (2025 FDD)
According to Circle K's 2025 Franchise Disclosure Document, the License grants the franchisee a non-exclusive right to establish and operate a Circle K store during the term of the agreement. This license allows the franchisee to operate the store in accordance with Circle K's Business System and using Circle K's Marks at the location specified in the Data Sheet. The Data Sheet is attached to the agreement as Exhibit 1, and it designates the Franchised Location.
This license is subject to certain conditions, including the timely opening of the store. Specifically, a Conversion Store must open within one year of the Effective Date, while a New Store has two years. Failure to meet these deadlines can result in the termination of the agreement, with the franchisee liable for post-termination obligations, including liquidated damages.
Circle K retains all rights to the Business System and Marks not explicitly granted to the franchisee. The license applies solely to the Franchised Location and does not grant any exclusive rights to other licenses, locations, territories, or customer markets. Circle K also reserves the right to use the Marks, Business Systems, Methods, and Confidential Information for its own operations, licensing, and product sales, even if these activities compete with the franchisee's store. Franchisees must operate the store in strict compliance with the agreement's terms and conditions.