Does the Circle K Franchise Disclosure Document contain all provisions of the franchise and related agreements?
Circle_K Franchise · 2025 FDDAnswer from 2025 FDD Document
| Provision | Section in Franchise or other agreement* | Summary |
|---|---|---|
| competition covenants during the term of the franchise | competing business within 2 miles of any business conducted under the Circle K Marks without our prior consent. | |
| r. Non competition covenants after the franchise is terminated or expires | Not Applicable; Motor Fuel Agreement, Exhibit 4 | Convenience Store Franchise Agreement: Not Applicable. Motor Fuel Agreement: We also have a right of first refusal for a period of 1 year after the expiration or non-renewal of the Motor Fuel Agreement to meet any offer by a third-party motor fuel supplier to supply fuel to you. We also have a right of first offer prior to the expiration or non-renewal of the Motor Fuel Agreement by a third-party motor fuel supplier to supply fuel to you. Our right is on the same terms as those contained in the third-party motor fuel supplier's offer. |
| s. Modification of the agreement | Section 20.13; Section 3.5 of Software Agreement; Section 33 of Motor Fuel Agreement; Section 11(c) of Branding Agreement | Convenience Store Franchise Agreement: Agreement may be amended only by written agreement signed by you and TMC, but Business Systems Manuals are subject to change by TMC. Software Agreement: No modification or waiver effective unless in writing by party to be charged. Motor Fuel Agreement: No modification or waiver effective unless in writing by party to be charged. Branding Agreement: No modification or waiver effective unless in writing by party to be charged. |
| t. Integration/ merger clause | Section 20.11; Section 3.17 of Software Agreement; Section 33 of Motor Fuel Agreement; Section 11(c) of Branding Agreement | Only the terms of the Convenience Store Franchise Agreement and its exhibits (including the Software Agreement) are binding (subject to state law). Any statements or promises not in the franchise agreement (or its exhibits) or this Disclosure Document should not be relied upon and may not be enforceable. Motor Fuel Agreement: Only the terms of the Motor Fuel Agreement are binding (subject to state law). Any statements or promises not in the Motor Fuel Agreement or this Disclosure Document should not be relied upon and may not be enforceable. Branding Agreement: Only the terms of the Branding Agreement are binding (subject to state law). Any statements or promises not in the Branding Agreement or this Disclosure Document should not be relied upon and may not be enforceable. |
Source: Item 17 — RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION (FDD pages 79–85)
What This Means (2025 FDD)
According to Circle K's 2025 Franchise Disclosure Document, the franchise agreement and related documents, such as the Motor Fuel Agreement and Branding Agreement, contain integration/merger clauses. These clauses specify that only the terms within the respective agreements and their exhibits are binding, subject to state law.
For the Convenience Store Franchise Agreement, any statements or promises not included in the franchise agreement (or its exhibits) or the Disclosure Document itself should not be relied upon and may not be enforceable. Similarly, for the Motor Fuel Agreement and Branding Agreement, only the terms within those specific agreements are binding, and any statements or promises outside of those documents or the FDD should not be considered enforceable.
This means that a prospective Circle K franchisee should ensure that all important terms, conditions, and promises are explicitly written into the franchise agreement or its associated exhibits. Verbal agreements or representations made outside of these documents may not be legally binding. This is a common practice in franchising to provide clarity and certainty regarding the obligations and rights of both the franchisor and the franchisee. Franchisees should carefully review all agreements and seek legal counsel to fully understand their implications.