factual

What does the Circle K franchise agreement say about the ownership and use of the marks?

Circle_K Franchise · 2025 FDD

Answer from 2025 FDD Document

ment 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. Franchisor has the right to make such changes to the Business System as it deems appropriate, including without limitation, changes to the building appearance and "image" requirements. Because complete and detailed uniformity under many varying conditions may not be possible or practical, Franchisor has the right to vary the standards for any license owner based upon the peculiarities of a particular site or circumstance, density of population, business potential, population or trade area, existing business practices, governmental requirements, local ordinances, or any other condition that Franchisor deems to be potentially significant to the successful operation of a Circle K Store. A grant by Franchisor of one or more variances to one or more other franchisees will not entitle Franchisee to the same or a different variation.
  • 2.3 Use of Franchised Location; No Subfranchising. Franchisee agrees to operate the Store under the Business System using the Marks in strict compliance with the terms and conditions of this Agreement. Franchisee will operate the Store under the name "Circle K" (the "Franchised Name"), and will not change the Franchised Name or use any other marks or names in the Franchised Name, or in any other manner, except with Franchisor's prior written approval. Franchisee may not operate any other business at the Franchised Location without prior written approval from Franchisor. Franchisee may not use or attempt to use the Store or the Franchised Location for any purpose other than as permitted hereunder, or separately approved in writing by Franchisor, nor may Franchisee sublease, subfranchise, or transfer (other than in compliance with the terms of this Agreement) to any other person or entity the Store or the Franchised Location's leasehold interest or other rights relating in whole or in part to the Franchised Location.
  • 2.4 Store Relocation. Franchisee may not change the Franchised Location without the prior written approval of Franchisor. Franchisee shall request such approval in writing which sets

forth the proposed new location and the reason(s) for the relocation request. Franchisor will use commercially reasonable efforts to approve or deny the relocation of the Store within sixty (60) days from the date the request is received.

Source: Item 22 — CONTRACTS (FDD page 100)

What This Means (2025 FDD)

According to Circle K's 2025 Franchise Disclosure Document, the franchise agreement outlines specific conditions regarding the ownership and use of Circle K's trademarks and business system. Circle K retains all rights to the Business System and the Marks, except for the limited license granted to the franchisee to operate a Circle K store at a specific location. This license is non-exclusive and doesn't grant any rights beyond the specified location or any exclusive marketing or territorial rights. Circle K also reserves the right to use the Marks, Business Systems, Methods, and Confidential Information in their own operations, licensing, manufacturing, and sales, which may compete with the franchisee's store. Franchisees must not interfere with the operations of Circle K, its affiliates, or other franchisees.

The agreement also specifies that franchisees must operate under the name "Circle K" and cannot change the name or use other marks without prior written approval from Circle K. Franchisees must identify themselves as independent contractors operating under a license from Circle K and display appropriate signage indicating independent ownership. Franchisees are prohibited from using Circle K's marks or similar marks as part of their corporate or legal entity name.

Circle K retains the right to modify or discontinue any Marks and substitute different trademarks or logos. Franchisees are obligated to make necessary modifications to displayed Marks at their own expense upon Circle K's instructions. Unauthorized use of the Marks or the Business System by the franchisee constitutes an infringement of Circle K's rights and a material breach of the franchise agreement. These stipulations ensure Circle K maintains control over its brand identity and operational standards, while granting franchisees a limited, defined right to use the brand within the scope of their franchise agreement.

Disclaimer: This information is extracted from the 2025 Franchise Disclosure Document and is provided for research purposes only. It does not constitute legal or financial advice. Consult with a franchise attorney before making any investment decisions.