What does the Circle K franchise agreement say about adverse third-party claims to marks?
Circle_K Franchise · 2025 FDDAnswer from 2025 FDD Document
- 4.5 Adverse Third-Party Claims to Marks.
If Franchisor requires Franchisee to change the Marks in response to a third party's claim, or in response to a determination by a court of competent jurisdiction that a third party's rights to use the Marks are superior to Franchisor's (or its Affiliate's) rights, then upon written instructions from Franchisor, Franchisee will, at Franchisee's expense: (A) immediately make such changes and amendments to the Marks as may be required by Franchisor; and/or (B) at the Franchised Location and in connection with all advertising, marketing and promotion of the Store, immediately cease using the Marks at issue and will, as soon as reasonably practicable, commence using the new or modified trademarks, trade names, service marks, designs, trade symbols, logos, or commercial symbols designated by Franchisor in writing.
In this limited circumstance only, Franchisor agrees to reimburse Franchisee for the cost of any new signage that Franchisor determines is necessary pursuant to this Section 4.4; provided Franchisee has cooperated with any action Franchisor undertakes with regard to the third-party claim.
Franchisee will not make any changes or amendments whatsoever to the Marks or the Business System unless directed so by Franchisor in writing.
- 4.6 Defense or Enforcement of Right to Marks.
Franchisee will have no right to and will not defend or enforce any rights associated with the Marks or the Business System in any court or other proceedings for or against imitation, infringement, any claim of prior use, or for any other claim or allegation.
Franchisee will give Franchisor prompt and timely written notice of any and all claims or complaints made against or associated with the Marks or the Business System, and Franchisee will, at its expense, cooperate in all respects with Franchisor and its Affiliates in any lawsuit or other proceedings involving the Marks or the Business System.
Franchisor or its Affiliates have the right to determine whether they will commence any action or defend any
Source: Item 22 — CONTRACTS (FDD page 100)
What This Means (2025 FDD)
According to Circle K's 2025 Franchise Disclosure Document, the franchise agreement addresses situations where a third party claims superior rights to the Circle K marks. If Circle K requires a franchisee to change the marks due to a third-party claim or a court determination, the franchisee must immediately make the required changes at their own expense. This includes altering the marks and ceasing the use of the disputed marks, while starting to use new or modified trademarks designated by Circle K.
However, in this specific situation, Circle K will reimburse the franchisee for the cost of new signage that Circle K deems necessary, provided the franchisee has cooperated with any action Circle K undertakes regarding the third-party claim. The franchisee is not allowed to make any changes or amendments to the marks or the Business System unless Circle K directs them to do so in writing.
The Circle K franchisee is not permitted to defend or enforce any rights associated with the marks or the Business System in any legal proceedings. The franchisee must promptly notify Circle K of any claims or complaints related to the marks or the Business System and must cooperate with Circle K in any related lawsuits or proceedings, at the franchisee's expense. Circle K retains the right to decide whether to initiate or defend any action related to these claims.