Licensing Agreements

When your business owns an asset — whether intellectual property, proprietary technology, a brand, a trade secret, or a physical product — and another party wishes to use it, a licensing agreement defines the terms of that use. The licensing agreement is as much an asset to the licensor as the underlying property itself, because it determines the compensation you receive, the scope of the licensee's rights, the quality controls you can enforce, and the remedies available to you if the licensee breaches.

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A well-structured licensing agreement addresses far more than simply granting permission to use an asset. Exclusivity provisions determine whether the licensee receives the sole right to use the asset within a defined market or territory — a distinction that has enormous economic consequences for both parties. Royalty structures, minimum payment guarantees, audit rights, quality control standards, and the licensor's right to terminate for breach or upon specific triggering events are all essential provisions that must be negotiated and drafted with precision. A licensing agreement that omits or inadequately addresses any of these terms creates the conditions for a dispute that could strip the licensor of control over their own asset.

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We draft and negotiate licensing agreements for businesses across all categories of licensable assets in South Florida — including technology licenses, brand licenses, content licenses, and manufacturing licenses. We also represent licensors and licensees in licensing dispute litigation when the terms of an agreement are breached, when royalty obligations are disputed, or when a licensee exceeds the scope of rights granted.

Loan Agreements and Business Financing

Whether your business is lending money to a third party, borrowing from a private lender, or structuring a debt-equity arrangement with an investor, the loan agreement must precisely document the terms of the transaction — principal amount, interest rate, repayment schedule, collateral, personal guarantees, default provisions, and remedies. Ambiguity in a loan agreement is a source of litigation risk for both parties.

Personal guaranty agreements — under which an individual guarantees the obligations of a business borrower — are among the most consequential documents a business owner will ever sign. A guaranty that is unlimited, unconditional, and continuing exposes the guarantor's personal assets to the full extent of the business's debt obligations regardless of what happens to the business itself. Florida courts enforce guaranty agreements strictly, and the terms negotiated at the outset determine the guarantor's exposure in a default scenario. The Law Offices of Richard Corey, PLLC advises both lenders and guarantors on the scope and limitations of guaranty obligations in business lending transactions throughout South Florida.

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For transactions involving collateralized lending, Article 9 of Florida's Uniform Commercial Code governs the creation, perfection, and priority of security interests in personal property — including accounts receivable, inventory, equipment, and general intangibles. A lender whose security interest is not properly perfected through timely UCC filing may lose priority to other creditors in a borrower default or bankruptcy proceeding. Our attorneys draft and review loan agreements, guaranty agreements, and UCC security documents to ensure our clients' positions are protected at every stage of the lending relationship — from commitment letter through enforcement in the event of default.