After the Circle K franchise agreement terminates, does the licensee's obligation to protect Confidential Information continue?

According to Circle K's 2025 Franchise Disclosure Document, the licensee's obligation to maintain the confidentiality of Circle K's proprietary information extends beyond the termination or expiration of the Branding Agreement. Specifically, paragraph 10(c) of the Circle K Branding Agreement states that the confidentiality provisions survive the termination or expiration of the agreement. This means that even after the agreement ends, the licensee must continue to protect and not disclose any Confidential Information obtained during the term or any renewal term of the agreement. This obligation applies to all Confidential Information, regardless of whether it was disclosed before, during, or after the agreement's expiration or termination.

This extended obligation is significant for prospective Circle K franchisees because it means that the responsibility to safeguard Circle K's Confidential Information continues indefinitely, even after the franchisee is no longer operating under the Circle K brand. This includes guidelines, manuals, methods, policies, procedures, programs, software, firmware, specifications, standards, strategies, and other related information. The licensee cannot use this information for any purpose other than operating the Premises under the Agreement, and they must restrict disclosure to only those within their organization who need the information to perform their work.

Circle K emphasizes the importance of this confidentiality by stating that any failure to comply with these requirements will cause TMC irreparable injury. This highlights the seriousness with which Circle K views the protection of its Confidential Information and the potential legal ramifications for franchisees who breach this obligation. Franchisees should be aware that Circle K can seek legal remedies, including injunctions and specific enforcement, in the event of a breach, in addition to any other available legal or equitable remedies.

In summary, the confidentiality clause in the Circle K Branding Agreement is a critical aspect of the franchise relationship, imposing a long-term obligation on franchisees to protect Circle K's Confidential Information, even after the franchise agreement has ended. This ensures that Circle K's proprietary information remains protected and is not used to the detriment of the brand.