What is the 'Premises' referring to in the Circle K Motor Fuel Agreement?
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").
Conversion/Improvement Amount: Seller agrees to loan to Purchaser a Conversion/Improvement Amount in the amount of $____________________ to be used for the conversion of, or improvements to, the Premises, as set forth on the Conversion/Improvements Schedule.
- (c) Notwithstanding anything to the contrary contained herein, in the event (i) Purchaser fails to comply with any provision of this Agreement, the Motor Fuel Agreement, or any related agreement, note, contract, or instrument between the parties or in favor of Seller; (ii) the Purchaser discontinues actively marketing motor fuel at the Premises; (iii) Purchaser begins selling motor fuel at the Premises under trade names or trademarks or other brand identification other than those permissible under the Motor Fuel Agreement; (iv) Purchaser fails to comply with the image, appearance, or operational standards at the Premises set forth by Seller, including the Image Standards, which standards may from time to time be amended or modified; (vi) Purchaser assigns or transfers its rights or interests, or any portion thereof, in this Agreement, the Motor Fuel Agreement, Purchaser's ownership interest in or Purchaser's lease of the Premises; (vii) if the Premises is debranded for any reason whatsoever;
(d) If, upon expiration of the Term of the Agreement or any renewal thereof, and for a period of one (1) year thereafter, Purchaser receives, or has received, from a ready, willing and able seller ("Proposed Supplier"), a bona fide offer (the "Offer") to sell or supply motor fuels to Purchaser for resale at the Premises, and Purchaser at that time is ready and willing to accept said Offer, Purchaser shall give Seller written notice ("Notice"), setting forth the name and address of the Proposed Supplier, and the terms of said Offer.
SELLER, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND REPRESENTATIVES ("SELLER INDEMNIFIED PARTIES"), SHALL NOT BE LIABLE FOR ANY LOSS, DAMAGE, INJURIES, OR ANY CASUALTY OF WHATSOEVER KIND OR BY WHOMEVER CAUSED, TO PERSON OR PROPERTY OF ANYONE (INCLUDING PURCHASER) ON OR OFF THE PREMISES, ARISING OUT OF, RESULTING FROM, OR CONNECTED WITH (I) THE BREACH OF THIS AGREEMENT AND/OR THE MOTOR FUEL AGREEMENT BY PURCHASER, (II) THE VIOLATION BY PURCHASER OR ANY OTHER PERSON, OF ANY FEDERAL, STATE, OR LOCAL STATUTE, LAW, REGULATION, RULE, OR ORDINANCE, OR (III) THE CONSTRUCTION, INSTALLATION, OR OTHER SIMILAR ACTIVITY, RELATED TO THE IMAGI
Source: Item 23 — RECEIPTS (FDD pages 100–359)
What This Means (2025 FDD)
According to the 2025 Circle K Franchise Disclosure Document, the term "Premises" in the context of the Motor Fuel Agreement refers to the physical location where the Circle K business operates. This is evident in several clauses outlining the franchisee's obligations and the franchisor's rights concerning the site.
Specifically, Circle K grants the franchisee the right to use Circle K's trademarks and branding at the Premises for advertising, marketing, and reselling motor fuel products. The franchisee is responsible for ensuring the Premises complies with Circle K's image standards, as detailed in the Circle K Image Guide. This includes purchasing all items containing Circle K's proprietary marks, such as signage, from approved suppliers.
Furthermore, the franchisee must actively market motor fuel at the Premises under Circle K's trademarks and maintain the image and operational standards set by Circle K. Any failure to comply with these standards or any debranding of the Premises can lead to the termination of the agreement. The Premises is also relevant when the franchisee receives an offer from another supplier to sell motor fuels; the franchisee must notify Circle K of such an offer, giving Circle K the opportunity to match it.
Circle K may provide a Conversion/Improvement Amount to be used for the conversion of, or improvements to, the Premises. The franchisee is responsible for installation and maintenance of all Circle K image components, and the Conversion/Improvement Amount shall be used to reimburse franchisee's cost of acquisition of certain equipment, other personal property, real property, and fixtures, and construction at the Premises, and for TMC to pay related invoices on Purchaser's behalf, in accordance with the Conversion/Improvements Schedule.