Does the definition of "Marks" for Circle K include goodwill associated with the trademarks?
Circle_K Franchise · 2025 FDDAnswer from 2025 FDD Document
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- "Marks" means the name "Circle K," and certain other distinctive trademarks, trade names, service marks, copyrights, interior and exterior building designs and specifications (including the unique motif, décor, and color combinations that comprise the trade dress of Circle K Stores), slogans, logos, social media indicators, social media handles and commercial symbols together with all goodwill associated therewith, as identified in the Business Systems Manuals or otherwise by Franchisor in writing.
Source: Item 22 — CONTRACTS (FDD page 100)
What This Means (2025 FDD)
According to Circle K's 2025 Franchise Disclosure Document, the definition of "Marks" does include goodwill associated with the trademarks. The FDD specifies that the "Marks" include not only the Circle K name and associated trademarks, but also the goodwill that is connected to those trademarks. This means that the value of the Circle K brand, as perceived by customers, is legally part of what franchisees are licensed to use.
This inclusion of goodwill in the definition of "Marks" has important implications for Circle K franchisees. It means that franchisees have a responsibility to uphold the reputation and image of the Circle K brand. Franchisees must adhere to ethical business practices and avoid any conduct that could negatively impact the goodwill associated with the Marks. This obligation is further reinforced by the agreement's clause on crisis situations, where Circle K retains the right to manage communications and responses to protect the brand's image.
Furthermore, Circle K retains significant control over the Marks and the Business System, including the right to modify or discontinue the use of any Marks. Franchisees are obligated to implement these changes at their own expense. This ensures uniformity and consistency across all Circle K locations, which is essential for maintaining and enhancing the brand's goodwill. The agreement also includes provisions for injunctive relief to protect the Marks and Business System, highlighting the importance Circle K places on safeguarding its brand reputation and associated goodwill.