Does the Circle K licensee have exclusive rights to use the Proprietary Marks?
Circle_K Franchise · 2025 FDDAnswer from 2025 FDD Document
(a) TMC hereby grants Licensee the non-exclusive right to use the CIRCLE K® trademarks, service marks, trade names, brand names, trade dress, logos, color patterns, color schemes, design schemes, insignia, images and/or other brand identifications identified on Exhibit A to this Agreement (the "Proprietary Marks") at the Premises and solely in connection with the advertising, marketing, and resale of motor fuel products including, without limitation, motor gasoline, on and off road diesel fuel and other specialty fuel (collectively, the "Products") all of which must meet TMC's standards and requirements.
(b) Licensee shall, at Licensee's sole expense, comply, and cause the Premises to comply, in full, with TMC's branding, image, and appearance standards, policies, and guidelines set forth in the CIRCLE K Image Guide which TMC may modify from time to time (the "CIRCLE K Image Guide").
Licensee acknowledges, warrants and represents that it has received a copy of the CIRCLE K Image Guide and Licensee understands and agrees that Licensee's failure to comply, in full, with standards, policies, and guidelines set forth in the CIRCLE K Image Guide will cause irreparable harm to TMC, and any such failure shall be a material breach of this Agreement.
Licensee acknowledges and agrees that it is required to purchase all items containing the Proprietary Marks, including all signage, from TMC's approved suppliers.
TMC will provide Licensee with a list of approved suppliers, which list TMC may modify from time to time.
- (c) It is further expressly understood and agreed that TMC will have the right to substitute, change or modify the Proprietary Marks during the Term or any Renewal Term of this Agreement, and Licensee) must comply with any substitution, change or modification.
In the event of such substitution, change or modification, all references to the Proprietary Marks herein shall be deemed to refer to the substituted, changed or modified trademarks, service marks, trade names, brand names, trade dress, logos, color patterns, color schemes, design schemes, insignia, image standards and/or other brand identifications.
Source: Item 23 — RECEIPTS (FDD pages 100–359)
What This Means (2025 FDD)
According to the 2025 Circle K FDD, the licensee is granted a non-exclusive right to use the Proprietary Marks. This means that Circle K retains the right to license the Proprietary Marks to other franchisees or entities, and the licensee does not have exclusive use of these marks within a specific territory or market. The licensee's use of the Proprietary Marks is restricted to the premises and must be solely in connection with the advertising, marketing, and resale of motor fuel products that meet Circle K's standards.
This non-exclusive right has several implications for a prospective Circle K franchisee. First, it means that other Circle K locations or businesses selling Circle K-approved motor fuel products may operate in the same general area, using the same Proprietary Marks. This could lead to competition between Circle K locations. Second, the licensee must adhere strictly to Circle K's standards and requirements for the use of the Proprietary Marks, as outlined in the CIRCLE K Image Guide. Failure to comply with these standards can result in a breach of the agreement.
Furthermore, the licensee is required to purchase all items containing the Proprietary Marks, including signage, from Circle K's approved suppliers. This ensures brand consistency but may limit the licensee's ability to negotiate prices or use alternative suppliers. Circle K also retains the right to substitute, change, or modify the Proprietary Marks during the term of the agreement, and the licensee must comply with any such changes. This condition underscores the importance of maintaining a strong relationship with Circle K and staying informed about any updates to branding or operational standards.
In summary, while the Circle K licensee has the right to use the Proprietary Marks, this right is non-exclusive and subject to various conditions and requirements set forth by Circle K. Prospective franchisees should carefully review the CIRCLE K Image Guide and other relevant documents to fully understand their obligations and the potential impact of these terms on their business.