Under what circumstances can the Circle K franchisor substitute the marks used by the franchisee?
Circle_K Franchise · 2025 FDDAnswer from 2025 FDD Document
Franchisor has the right to modify, or discontinue the use of, any Marks or to substitute different trade names, service marks, trademarks, logos, designs, and commercial symbols as the Marks used to identify the Store or in connection with the operation of the Store.
Subject to Section 4.5, upon Franchisor's written instructions, Franchisee will, at its expense, and within the time period specified by Franchisor, make all modifications to the Marks displayed or otherwise used at the Franchised Location as required by Franchisor, and if so directed by Franchisor, Franchisee will cease using all discontinued Marks and commence using the "new" Marks.
- 4.5 Adverse Third-Party Claims to Marks.
If Franchisor requires Franchisee to change the Marks in response to a third party's claim, or in response to a determination by a court of competent jurisdiction that a third party's rights to use the Marks are superior to Franchisor's (or its Affiliate's) rights, then upon written instructions from Franchisor, Franchisee will, at Franchisee's expense: (A) immediately make such changes and amendments to the Marks as may be required by Franchisor; and/or (B) at the Franchised Location and in connection with all advertising, marketing and promotion of the Store, immediately cease using the Marks at issue and will, as soon as reasonably practicable, commence using the new or modified trademarks, trade names, service marks, designs, trade symbols, logos, or commercial symbols designated by Franchisor in writing.
In this limited circumstance only, Franchisor agrees to reimburse Franchisee for the cost of any new signage that Franchisor determines is necessary pursuant to this Section 4.4; provided Franchisee has cooperated with any action Franchisor undertakes with regard to the third-party claim.
Franchisee will not make any changes or amendments whatsoever to the Marks or the Business System unless directed so by Franchisor in writing.
Source: Item 22 — CONTRACTS (FDD page 100)
What This Means (2025 FDD)
According to Circle K's 2025 Franchise Disclosure Document, Circle K has the right to modify or discontinue any marks or substitute different trade names, service marks, trademarks, logos, designs, and commercial symbols used to identify the store or in connection with its operation. If Circle K requires a franchisee to change the marks due to a third-party claim or a court determination that a third party's rights to use the marks are superior to Circle K's, the franchisee must make the required changes or cease using the marks at issue and begin using the new marks designated by Circle K.
Upon Circle K's written instructions, the franchisee is responsible for making all modifications to the marks displayed or used at the franchised location at their own expense and within the specified time period. The franchisee must also stop using any discontinued marks and start using the new marks if directed by Circle K.
However, in the specific instance of changes required due to third-party claims, Circle K will reimburse the franchisee for the cost of new signage that Circle K determines is necessary, provided the franchisee has cooperated with any action Circle K undertakes regarding the third-party claim. The franchisee cannot make any changes or amendments to the marks or the business system unless directed by Circle K in writing.