Licensing vs. Franchising in Florida

2. Florida Legal Context

Florida treats licensing and franchising differently under the law:

• Licensing Agreements
  • Governed by Florida contract law.
  • The parties negotiate terms like scope of use, duration, exclusivity, territory, and royalties.
  • No federal or state disclosure requirements apply, unless the licensing arrangement crosses into “franchise” territory.
• Franchising
  • Governed by the FTC Franchise Rule (16 C.F.R. §436) and enforced under Florida law through the Florida Deceptive and Unfair Trade Practices Act (FDUTPA).
  • Requires a Franchise Disclosure Document (FDD) with 23 specific disclosures.
  • Franchises involve not only trademark licensing, but also significant franchisor control or support in business operations.

Key Legal Distinction: If a licensing deal gives the licensor significant control over the licensee’s operations or requires the licensee to operate under the licensor’s business system, it may legally be classified as a franchise — even if the parties call it a “license.”

3. Real-World Application

Examples in Florida businesses:

• A Tampa artist licenses her designs to a clothing company for use on t-shirts — a true licensing agreement.
• A Miami restaurant chain grants a franchisee the right to operate under its brand, requiring adherence to recipes, uniforms, and systems — a franchise.
• An Orlando software company licenses its platform to other businesses, with limited restrictions — licensing. If it imposed detailed operational controls, it might cross into franchising.

4. Why It Matters for Business Owners

The difference between licensing and franchising is not just semantic — it has major legal implications.

Why it matters:

• For licensors/franchisors: Misclassifying a franchise as a license may result in FTC violations, FDUTPA claims, and civil liability.
• For licensees/franchisees: You need to know your rights, obligations, and whether you’re entitled to the protections of franchise law.
• For investors: Proper classification affects compliance, enforceability, and long-term profitability.

Common mistakes Florida businesses make:

• Structuring a “license” agreement that functions as a franchise without meeting FDD disclosure rules.
• Failing to define scope of IP use in licensing deals.
• Overlooking Florida contract law requirements for licensing while assuming federal franchise protections don’t apply.

5. Real-World Florida Examples

• A Sarasota beverage company licensed its logo to independent distributors — a lawful license.
• A Jacksonville retail chain mistakenly sold “licenses” but exercised heavy operational control; regulators determined they were actually franchises.
• A Fort Lauderdale tech startup expanded nationwide through licensing deals but sought legal review to ensure they did not unintentionally create franchise obligations.

6. How Our Law Firm Can Help

At Black Rock Trial Lawyers, we help businesses choose the right model — and stay compliant with Florida and federal law. Our services include:

• Drafting and reviewing licensing agreements
• Advising on whether a business model qualifies as a franchise under FTC rules
• Preparing and reviewing Franchise Disclosure Documents (FDDs)
• Defending businesses accused of franchise misclassification
• Advising on IP protections in licensing and franchising arrangements

We ensure your business model is both legally compliant and strategically sound.

7. FAQs (Frequently Asked Questions)

Q: What’s the difference between licensing and franchising?
A: Licensing involves granting rights to use IP with minimal control. Franchising includes brand licensing plus significant operational control and support.

Q: Can a license agreement be treated as a franchise in Florida?
A: Yes. If the arrangement meets the legal definition of a franchise, it will be regulated as one — regardless of what it’s called.

Q: Do licensing deals require disclosure like franchises?
A: No, unless the arrangement qualifies as a franchise under federal law.

Q: Which is better for business growth — licensing or franchising?
A: It depends on your goals. Licensing offers more flexibility; franchising provides stronger brand control but requires compliance with franchise law.

Q: Why hire a lawyer for licensing or franchise agreements?
A: A lawyer ensures proper classification, drafts enforceable agreements, and prevents costly missteps in compliance.

8. How to Retain Our Law Firm

We offer multiple access points tailored to your needs:

• Flat-Fee Retainers: Set pricing based on project scope (quoted after your consultation)
• 1-Hour Strategy Consultations: A high-impact session to assess your issues, answer questions, and develop a legal roadmap. Pricing starts at $500.00.
• 3-Hour Master Strategy Sessions: A deep dive analysis with detailed, actionable solutions tailored to your business challenges
• Flagship Product: BELAW – Business + Entrepreneurship Law Advisor Program (Read below)

All services are available in-person, by phone, or virtually.

9. Flagship Product: BELAW – Business + Entrepreneurship Law Advisor Program

Our flagship service is the BELAW Membership – Business & Entrepreneurship Law Advisor Program. This is an exclusive, members-only, 12-month ON-DEMAND legal and business support program at a predictable flat monthly fee, tailored to each business client—regardless of company size.

BELAW is open to business owners, entrepreneurs, for-profit companies, non-profits, and foreign investors. Our members range from startups and nonprofits to established businesses.

At the core of BELAW is our P.O.N.C.E. methodology, developed by Attorney Gil Sanchez, to help businesses not just stay protected—but grow strategically.

What you get with BELAW:

• On demand strategic legal consultations with Attorney Gil Sanchez
• Document review and compliance audits
• Guidance on contracts, leasing, employment, and liability
• Drafting Collection Notices, Cease & Desist Letters and Confidentiality Agreements
• Proactive legal support to mitigate lawsuits and reduce risk exposure
• Strategic input on revenue-generating decisions like expansion, licensing, and joint ventures
• Entrepreneur coaching and a growing library of business education resources
• Litigation retainer and hourly rate discounts

We’re available when you need us—on demand, without hourly billing.

We make it easy to get started:

• Call or text us at (813) 254-1777
• Or fill out the secure contact form below

A member of our team will respond promptly to schedule your consultation.

10. How to Contact Our Law Firm to Retain

We make it easy for you to retain us:

• Call or text: (813) 254-1777
• Email: info@blackrocklaw.com
• Or submit your request using the form below

Our team will promptly follow up to confirm availability and next steps.

11. Who You Are Hiring

When you hire our firm, you’re not just hiring a lawyer — you’re securing the insight, grit, and expertise of Attorney Gil Sanchez.

A proud double Gator, Gil earned both his undergraduate and law degrees from the University of Florida — one of the top public universities in the country. Since 2004, he has built a reputation as a formidable business and trial attorney, successfully trying cases before juries in both Florida state and federal courts.

Gil’s legal practice is deeply informed by real-life experience. He launched his first business at age 13 and has continued to build, lead, and advise companies ever since. He’s a licensed business broker (since 2007), an adjunct professor of entrepreneurship at St. Petersburg College, and a trusted advisor to entrepreneurs, professionals, and business owners across Florida.

He’s also an inventor, author, and public speaker — holding a U.S. utility patent and federal trademark. His invention was featured in TIME Magazine’s Best Inventions of 2023, and his legal insights have appeared on CNN, ABC’s 20/20, and other national platforms. Raised by Colombian parents in West Virginia and fluent in Spanish, Gil brings cultural fluency, resilience, and a fighter’s mindset to every client matter.

Above all, Gil is a devoted family man — happily married and the proud father of three beautiful children. His commitment to family shapes the way he practices law: with empathy, integrity, and a relentless drive to protect what matters most.

At Black Rock Trial Lawyers, you’re not just getting a legal technician — you’re hiring a battle-tested strategist who understands both the courtroom and the real world. That’s who’s fighting for you.

12. The Law Firm’s Geographical Reach

We proudly represent businesses across all counties in Florida. With the power of virtual consultations, online filings, and remote court access, we can support your legal needs anywhere in Florida—without compromising service quality.

Our main office is in South Tampa, Florida, with a satellite office in South Florida – Miramar, Florida.

From Miami to Jacksonville, Pensacola to Key West—Black Rock Trial Lawyers is here to help Florida businesses thrive.

13. Disclaimer

The information provided on this website is for general informational purposes only and is not intended to be, nor should it be construed as, legal advice. Every individual and business matter involves unique facts and circumstances that must be carefully evaluated. Additionally, Florida laws, including statutes and case law, are subject to frequent changes, and the information presented here may not reflect the most current legal developments. For a formal legal opinion or advice specific to your situation, you must consult directly with an attorney at our firm. No attorney-client relationship is formed by viewing this site or by contacting our office through this website.