What must a Circle K franchisee do with the TMC Software upon termination of the license?
Circle_K Franchise · 2025 FDDAnswer from 2025 FDD Document
thout TMC's prior written consent. However, if a transfer is approved, then upon transfer, Franchisee must deliver the TMC Software, including any copies and related documentation, to the transferee. Transferee must accept the terms and conditions of this Agreement, or TMC's then-current edition of this Agreement, as a condition to the transfer.
- 2.2.6 This Agreement will terminate immediately if the Franchise Agreement terminates or expires for any reason. In addition, TMC may terminate this license upon notice for Franchisee's failure to comply with any of the terms and conditions of this Agreement. Upon termination, Franchisee must immediately deliver to TMC the TMC Software, together with all copies, adaptations, and merged portions in any form.
- 2.2.7 Franchisee may not export or re-export the TMC Software or any copy or adaptation in violation of any applicable laws or regulations.
- 2.2.8 The TMC Software documentation has been developed entirely at private expense and is provided as "Commercial Computer Software" or "Restricted Computer
Software". The TMC Software is delivered and licensed as "Commercial Computer Software" as defined in DFARS 252.227-7013 (OCT 1988), DFARS 252.211-7501 (MAY 1991) or DFARS 252.227-7014 (JUN 1995), as a "Commercial Item" as defined in FAR 2.101 (a), or as "Restricted Computer Software" as defined in FAR 52.227-19 JUN 1987) (or any equivalent agency regulation or contract clause), whichever is applicable. Franchisee has only those rights provided for such software and documentation by the applicable FAR or DFARS clause or this Agreement.
2.3 Support.
- 2.3.1 During the term of this Agreement, TMC shall provide Franchisee, at no additional charge, copies of revised releases of the TMC Software (and related documentation) incorporating corrections, improvements, and enhancements to prior releases. Franchisee must install and use the revised release of the TMC Software within ninety (90) days of receipt. After one hundred twenty (120) days from the date TMC provides Franchisee with a revised release of the TMC Software, TMC may cease support for prior releases of the TMC Software.
- 2.3.2 All training on the TMC Software will be conducted under training programs provided for as part of the training contemplated in the Franchise Agreement.
- 2.3.3 TMC shall provide Franchisee with reasonable assistance and consultation to assist Franchisee in resolving problems that Franchisee may encounter in the authorized use of the TMC Software free of charge for a period of ninety (90) days from the date of this Agreement. Thereafter, reasonable ongoing support is included as a part of the services provided for in the monthly Software License Fee. However, development, consulting, and special projects will be considered premium services and shall be subject to TMC's then prevailing time and materials charges, including reimbursement for all reasonable travel and living expenses incurred.
2.4 Warranty.
2.4.1 The following is TMC's Limited Software Warranty for the TMC Software:
LIMITED SOFTWARE WARRANTY
TMC represents and warrants that upon delivery the TMC Software shall be free from significant programming errors and defects in workmanship and materials.
Source: Item 22 — CONTRACTS (FDD page 100)
What This Means (2025 FDD)
According to Circle K's 2025 Franchise Disclosure Document, upon termination of the TMC Software license, the franchisee must immediately deliver to TMC the TMC Software, along with all copies, adaptations, and merged portions in any form. Alternatively, the franchisee may be required to destroy all copies of the TMC Software in its possession, together with all documentation and other materials delivered, including any updates, excerpts, and extracts from the system.
To ensure compliance, the Circle K franchisee must provide TMC with a certificate executed by an officer, general partner, or sole proprietor, attesting that all copies, excerpts, and extracts from the TMC Software in the franchisee's possession have been either returned to TMC or destroyed as instructed.
These requirements are standard practice in franchising to protect the franchisor's intellectual property and ensure that the franchisee no longer uses the licensed software after the agreement ends. Franchisees should maintain meticulous records of all software and documentation to facilitate proper return or destruction upon termination, and to accurately complete the required certification.