to use other channels of distribution such as mail order, catalog, telemarketing or Internet to make sales to customers.

Branded Business

The grant of a Branded Business under this Disclosure Document is non-exclusive. You will not receive an exclusive territory or any form of territorial protection. You may face competition from other franchisees, from outlets that we own, or from other channels of distribution or competitive brands that we control. The Branding Agreement grants you the right to operate one Branded Business only at the location specified. You may not relocate your site without our prior written consent. If we consent to relocation of your Branded Business and Circle K Store, you must construct the new site in accordance with our current specifications and at your sole cost and expense.

You do not receive any rights to: (i) sell motor fuel identified by the Circle K Marks at any location other than the site for your Branded Business or through any other channels or methods of distribution, including the internet (or any other existing or future form of electronic commerce); (ii) any right to sell motor fuel identified by the Circle K Marks to any person or entity for resale or further distribution; or (iii) any right to exclude, control or impose conditions on TMC's development or operation of franchised, company or affiliate owned motor fuel businesses at any time or at any location.

We may issue franchises or operate other Branded Businesses at any location as determined by us.

We generally will not grant you any options, rights of first refusal or similar rights to acquire additional franchises within a particular territory or contiguous territories provided that you will have the right to sublicense the use of the Circle K Marks to other motor fuel retailers with our consent.

There are no restrictions on the customers that you may solicit or service, but you do not have the right to use other channels of distribution such as mail order, catalog, telemarketing or Internet to make sales to customers.

ITEM 13 TRADEMARKS

You are granted the right to operate a Convenience Store and, if applicable a Motor Fuel Business or Branded Business, under the Circle K Marks which are owned by our parent, Circle K Stores Inc. The Marks are licensed to TMC under a license agreement with Circle K Stores Inc. dated March 30, 2009, that has successive one-year terms. Circle K Stores Inc. has the right to terminate the license agreement at any time if TMC fails or neglects to perform its obligations regarding the quality usage standards of the trademarks, following a 30-day right-to-cure period. You may use the Marks only in the manner authorized and permitted by us, and only under the terms of the Convenience Store Franchise Agreement, Motor Fuel Agreement and/or Branding Agreement. By "Marks," we mean all trademarks, service marks, trade names, logos, and commercial symbols used to identify the Store. We may change, modify, or discontinue any of the Marks listed below.

The following Marks are registered on the Principal Register in the United States Patent and Trademark Office. All required affidavits and renewals for the registered trademarks listed below have been filed.

| The Mark | Description of the Mark | Registration Date | Registration Number | |---|---|---|---| | Circle K | Word mark | March 24, 1981 | 1,149, 199 | | | Circle K | May 2, 2017 | 5196054 | | | Design | | | | | K Design | May 2, 2017 | 5196055 | | | Circle K | February 13, | 5399871 | | | Design | 2018 | | There are currently no effective material determinations by the United States Patent and Trademark Office, the Trademark Trial and Appeal Board, the trademark administrator of any state, or any court, or any pending infringement, opposition, or cancellation proceedings, or any pending material litigation involving the Marks in the United States. No agreements limit either TMC's or our affiliates' rights to use or license others to use the Marks.

You must use the Marks only in the manner set forth in the Convenience Store Franchise Agreement, Motor Fuel Agreement, Branding Agreement, Business Systems Manuals, and Motor Fuel Business Systems Manual, and as specified periodically by us. We have the right to modify or discontinue use of any Mark or to use one or more additional or substitute names or Marks, and you must comply, at your expense, with our directions with respect to these changes. We may, however, reimburse you for certain expenses where such changes result from an adverse third-party claim or a court decision. You may not use any of the Marks as part of your corporate, partnership or other legal entity name.

You must notify us immediately if you learn about an infringement of or challenge to your use of our Marks. We have the right to take whatever action we believe is, in our judgment, appropriate. TMC and our affiliates have the right to manage and resolve disputes with third parties concerning the Marks. Except as noted below, we are not required to defend you against any claim opposing your use of the Marks. You may tender the defense of any trademark action to us within 7 days after you receive it. You can hire your own attorney to defend you in this action, but you must pay your own legal expenses. If any claim relates just to your use of the Marks in complete compliance with your Convenience Store Franchise Agreement, Motor Fuel Agreement and/or Branding Agreement, we will defend you against any such claim and will protect, indemnify, and hold you harmless from any loss from this claim. You may not contest our rights to the Marks, trade secrets, or our proprietary and distinctive business system.

Neither TMC nor our affiliates know of any infringing or prior uses that could materially affect your use of the Circle K Marks.

ITEM 14 PATENTS, COPYRIGHTS AND PROPRIETARY INFORMATION

We do not grant you the right to use any items covered by a patent, pending patent application or copyright, but we do permit you to use proprietary information in the Business Systems Manuals and Motor Fuel Business Systems Manuals. See Item 11. Although we have not filed an application for copyright registration for the Business Systems Manuals, Motor Fuel Business Systems Manual and related materials, the information in the Business Systems Manuals, Motor Fuel Business Systems Manual, and related materials is proprietary, and we claim copyrights to the entire Business Systems Manuals, Motor Fuel Business System Manual, and related materials used in connection with the operation of your Store.

There are currently no effective determinations of the Copyright Office (Library of Congress), United States Patent and Trademark Office, Board of Patent Appeals and Interferences, or any court, or any pending infringement, opposition or cancellation proceeding or any pending material litigation involving any patents or copyrights. There are currently no agreements in effect that significantly limit our rights to use or license the use of any patents or copyrights in any manner material to the franchise. There are no infringing uses actually known to us that could materially affect your use of the patents or copyrights.

We are not obligated to protect you against infringement or unfair competition claims arising out of your use of any patents or copyrights, or to participate in your defense or indemnify you. We reserve the right to control any litigation related to any patents and copyrights and we have the sole right to decide to pursue or settle any infringement actions related to the patents or copyrights. You must notify us promptly of any infringement or unauthorized use of the patents or copyrights of which you become aware.

All ideas, concepts, techniques, or materials concerning the Business System, Motor Fuel System or Branded System whether or not protectable intellectual property and whether created by or for you or your owners or employees, must be promptly disclosed to us and will be deemed to be solely and exclusively our property, part of the Business System, Motor Fuel System or Branded System, and works made-forhire for us. To the extent any item does not qualify as a "work made-for-hire" for us, you assign ownership of that item, and all related rights to that item, to us and you must take whatever action (including signing assignment or other documents) we request to show our ownership or to help us obtain intellectual property rights in the item.

ITEM 15 OBLIGATION TO PARTICIPATE IN THE ACTUAL OPERATION OF THE FRANCHISED BUSINESS

We do not require that you personally manage the Store, Motor Fuel Business or Branded Business, but you must be actively involved in the day-to-day operations of the Store, Motor Fuel Business and/or Branded Business and spend adequate management time required to maintain the standards of the Convenience Store Franchise Agreement, Motor Fuel Agreement and/or Branding Agreement.

Source: Item 12 — TERRITORY (FDD pages 72–75)