Sanno Park Tower 12F (Reception) and 14F,
11-1, Nagatacho 2-chome, Chiyoda-ku,
Tokyo 100-6114, Japan

Tokyo Metro Ginza Line: G06 Tameike-sanno Station, Exit 7 (directly accessible through the second basement)

Tokyo Metro Nanboku Line: N06 Tameike-sanno Station, Exit 7 (directly accessible through the second basement)

Tokyo Metro Chiyoda Line: C07 Kokkai-gijido-mae Station, Exit 5 (3 minutes’ walk)

Tokyo Metro Marunouchi Line: M14 Kokkai-gijido-mae Station, Exit 5 (10 minutes’ walk through Chiyoda Line platform)



Hiroyasu Kageshima delivered a lecture on how to review system development/maintenance contracts and how to deal with problems.

Host: SMBC Consulting Co., Ltd.

Available period: Wednesday, April 20, 2022, 15:00 – Tuesday, May 3, 2022

[Sign-up Deadline] Monday, April 18, 2022, 15:00

Venue: Online

How to Review System Development/Maintenance Contracts and Practices for Dealing with Problems

The lecture ranges from the basics of contracts to points to note in practical work observed from court precedents.

~ Commentary Based on IT Terms, Legal Concepts and Judicial Precedents, and Practices Based on Actual Cases ~

When entering into a system development/maintenance contract, you are required to have an understanding of specialized concepts concerning IT technology and practical knowledge based on various court precedents. Also, when trouble occurs, it is essential to have comprehensive knowledge of court precedents to make a decision about whether to “shake on it” by reaching a settlement or to proceed with litigation.

In this seminar, the lecturer explains practical matters in respect of various IT-related contracts, including points for reviewing contracts and troubleshooting, based on IT terms, legal concepts, and court precedents. The lecturer then examines, practice style, which parts of documents should be checked when a problem occurs.

(Recorded on March 2, 2022)


1. IT system development agreement
1) Points for reviewing contracts
– Differences between multi-phased contracts and lump-sum contracts
– Differences between ukeoi contracts and quasi-mandate contracts that surface when trouble occurs
– Influence of the Civil Code reform and contract review
– Points on the wording of limitation of liability provisions
2) Burden of cost when a problem occurs and decision to discontinue a project
– A standpoint regarding the project management obligation and incorporation thereof into contracts
– How to determine the contents of “obligations” when determining the existence of “defects (non-conformity)” or “non-performance”
– Cases where additional costs can be claimed and cases where they cannot be claimed
– Matters to note when discontinuing a project
3) Troubles in connection with “completion” of the system
– Cases where you can refuse payment of fees and cases where you cannot
– Influence of the Civil Code reform and contract review
4) Matters that people in charge of legal affairs should confirm when a problem occurs
– Points on “winning or losing,” observed from court precedents

2. System maintenance contracts
1) Interpretation of the Personal Information Protection Act and points on system maintenance contracts
2) Matters that should be addressed in the contract
3) How to prevent an SES agreement from being considered as a disguised ukeoi contract
4) Troubleshooting for information leakage from an outsourced company

3. Practices using virtual cases
– Where in documents the signs of problems exist
– Where in documents the points for negotiation are described