Navigating Contract Agreements (Keiyakusho): Essential Checklist for Freelancers in Japan
Signing a service contract (gyoumu委託契約書 / Gyoumu Itaku Keiyakusho) with a Japanese client can feel daunting, especially when navigating dense legal language (Keigo). While Japanese contracts are often simpler than Western counterparts, they contain specific cultural conventions and legal clauses that heavily impact your work and cash flow.
Here are the key areas every foreign freelancer must inspect before signing.
1. Scope of Work (Gyoumu Naiyou)
Japanese service agreements can sometimes be intentionally vague regarding specific deliverables.
The Risk: Scope creep. A broad description like "general translation and consulting services" allows clients to request endless revisions or extra tasks without adjusting compensation.
What to Check: Ensure the contract explicitly details deliverables, revision limits (e.g., "up to two rounds of revisions"), and project milestones. Attach a detailed statement of work (SOW) as an appendix if necessary.
2. Payment Terms (Shiharai Jouken)
Cash flow timing in Japan follows rigid corporate accounting cycles that you must account for in your personal budgeting.
Understanding Net 30 (Getsumatsu Shime Yokumatsu Harai):
月末締め (Getsumatsu Shime): The billing period closes on the last day of the current month.
翌月末払い (Yokumatsu Harai): Payment is transferred on the last business day of the following month.
Result: Work done in January is billed on January 31 and paid on February 28—a full 30 to 60 days after starting the work.
Banking Fees (Furikomi Tesuuryou): Standard practice dictates that the client covers the bank transfer fee, but some contracts sneak in a clause stating the vendor (you) pays it. Look for the phrase: 振込手数料は発注者（甲）の負担とする (Bank transfer fees are borne by the Client/Party A).
3. Intellectual Property Rights (Chiteki Zaizanken)
IP transfer clauses in Japan can be sweeping. Pay close attention to how copyright law operates under the Japanese Copyright Act.
Copyright Transfer (Articles 27 and 28): Contracts often state that all copyrights transfer to the client. However, under Japanese law, transferring copyright does not automatically include the rights of adaptation (Article 27) or the rights of the original author regarding derivative works (Article 28) unless explicitly mentioned.
If the contract includes the phrase 著作権法第27条及び第28条の権利を含む (including rights under Articles 27 and 28), you are surrendering all future modification rights.
Portfolio Rights: Ensure you retain the right to showcase the work in your portfolio. Look for or add a clause permitting portfolio use: 実績としての公開 (Jisseki to shite no koukai).
4. Non-Compete Clauses (Kyousou Hoshi Gyumu)
Clients may attempt to restrict you from working with their competitors.
Enforceability: Under Japanese labor and commercial standards, overly broad non-compete clauses that restrict a freelancer's ability to earn a living are generally invalid unless accompanied by fair compensation.
What to Check: Ensure any non-compete is strictly defined in time (e.g., max 6–12 months), geographical scope, and specific direct competitors. Blanket prohibitions should be negotiated out.
5. Jurisdiction and Dispute Resolution (Gougi Saiban-sho)
Governing Law: The contract should specify Japanese Law (Nihon-hou).
Court Jurisdiction: Contracts usually designate the District Court nearest to the client's headquarters (e.g., Tokyo District Court). If you are located in another prefecture, attending court in Tokyo for a small dispute can be prohibitive, so keep location in mind.
Our Practical Advice
Party A vs. Party B: Japanese contracts assign roles as 甲 (Kou - Party A, usually the client) and 乙 (Otsu - Party B, usually you). Read carefully to ensure your rights and responsibilities as 乙 are balanced.
Keep Stamp Duty in Mind: Depending on the contract type and monetary value, a physical contract may require a revenue stamp (Inshi). Digital contracts signed via platforms like CloudSign or DocuSign do not require revenue stamps under current tax laws.