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 system development contracts.

Available Period: Wednesday, June 1, 2022, 10:00 – Friday, July 1, 2022, 17:00 (Sign-up Deadline: Tuesday, June 21, 2022)
Venue: Online

Operations Related to System Development Contracts and Troubleshooting

~ Examples of contract language and negotiations in the event of project discontinuation based on judicial precedents and the Civil Code reform ~

Outline of the Seminar

There are a lot of disputes over IT-related contracts, and a number of judicial precedents concerning system development have been publicized. In this seminar, the lecturer elaborates on the practical handling of system development-related work, such as points for reviewing contracts and troubleshooting, based on judicial precedents. Therefore, this seminar is most helpful for people in charge of general affairs and legal affairs who handle contracts and disputes relating to system development, and also for those who work in an information systems department.


I. Points for reviewing system development contracts

(1) Choice between ukeoi contracts and quasi-mandate contracts
(2) Choice between lump-sum contracts and multi-phase contracts
(3) Limitation of liability clause/exemption clause
(4) Clauses concerning ownership of copyrights
(5) Clauses concerning the use of FOSS (Free Open Source Software)

II. Project management

(1) Respective obligations of the orderer and the vendor (tendency of recent judicial precedents and points for negotiation)
(2) Incorporation of their obligations into the contract

III. Legal framework for negotiation and settlement of dispute

(1) Views concerning paid fees (for finished work)
Settlement in the event of discontinuation of a project under a multi-phase contract
– Points for negotiation
(2) Cases where fees for unfinished work are payable
(3) Dispute over the obligation to make additional payment for additional work
– Possible legal configuration regarding additional claims
– In what situations are additional costs payable?

IV. Problems concerning “completion” of the system and system maintenance contract

(1) Requirements to call the system “complete”
– What are the differences between ukeoi and quasi-mandate?
(2) Relationship between acceptance upon inspection and completion
(3) Ideas regarding burden of system maintenance costs
– Actions to take when a bug is found after the launch of the system

V. Matters to check when a problem occurs

(1) Points of focus in evidence collection and policy determination
– Documents that will be considered significant in litigation
– Idea of “apology” by the vendor
– How to discontinue a project
– Points in analyzing risks pertaining to discontinuation
(2) Negotiation for discontinuing a project in real cases
– The lecturer examines how to negotiate by what logic using what descriptions of which documents, by showing sample materials (written proposals, contracts, requirements definition documents, etc.).