Is renewing the Circle K Franchise Agreement a condition for renewing the Circle K Branding Agreement?
Circle_K Franchise · 2025 FDDAnswer from 2025 FDD Document
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EXHIBIT H
Circle K Branding Agreement
CIRCLE K BRANDING AGREEMENT (SINGLE SITE)
This CIRCLE K® Branding Agreement – Single Site (the "Agreement") is entered into by and between TMC Franchise Corporation ("TMC") and ________________ ("Licensee"), effective as of the date TMC signs below (the "Effective Date").
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- Duration. This Agreement will be for a term (the "Term") that begins on the Effective Date and expires upon the expiration of the Franchise Agreement (as defined below).
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- Conditions to Renew. Upon expiration of the Term, Licensee will have the option to renew its rights under this Agreement consistent with any renewal option Licensee elects under the terms of its CIRCLE K Franchise Agreement ("Franchise Agreement") governing the Premises (as defined below) (the "Renewal Term") provided Licensee has complied with all of the following conditions:
- (A) Licensee has given TMC written notice of its request for a new license at least six (6) months prior to the expiration of the Term. Licensee's failure to timely provide written notice to TMC will be deemed a rejection of the option to renew or operate pursuant to a new license. TMC will not unreasonably withhold its approval of such request for an offer of a new license, provided the conditions set forth in this Section 2 have been satisfied.
- (B) Licensee meets TMC's then-current requirements for new licensees.
- (C) Licensee has complied in good faith with all material terms and conditions of this Agreement throughout the Term of this Agreement and is not in default of this Agreement or any other agreement with TMC or its affiliates.
- (D) TMC and Licensee execute a mutual release of all claims relating to this Agreement subject to any incomplete performance or continuing obligations, unless such releases are prohibited by applicable law. If the Premises (as defined in Section 3 below)
Source: Item 23 — RECEIPTS (FDD pages 100–359)
What This Means (2025 FDD)
According to the 2025 Circle K Franchise Disclosure Document, renewing the Franchise Agreement is indeed a condition for renewing the Branding Agreement. Specifically, the Circle K Branding Agreement will be for a term that expires upon the expiration of the Franchise Agreement.
Upon expiration of the initial term, a Circle K licensee has the option to renew the Branding Agreement, but this is consistent with any renewal option the licensee elects under the terms of their Circle K Franchise Agreement. To renew the Branding Agreement, the licensee must provide written notice at least six months before the expiration of the current term.
In addition to providing timely notice, the licensee must meet Circle K's then-current requirements for new licensees, comply with all material terms of the Branding Agreement, and not be in default of any agreement with TMC or its affiliates. Both TMC and the licensee must also execute a mutual release of all claims related to the Branding Agreement, unless prohibited by law. Furthermore, all monetary obligations to TMC must be paid, and the licensee must agree to execute TMC's current form of Branding Agreement for the renewal term. Most importantly, the licensee must renew their Circle K Franchise Agreement for the premises.