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)



Kenji Sarukura delivered a lecture on specific examples of how to revise contract provisions.

Host: Business & Law
Available Period: Wednesday, May 18, 2022 ~
Venue: Online video streaming

[2022 Edition] Pitfalls of Checking and Revising Contract Provisions [By Contract Type]

~ Specific and Practical Examples of Contract Revisions Based on Actual Cases of Disputes and Consultation ~ [Two-Part Series]

There have been many disputes due to defects in contract provisions that often result from the use of old contract forms as they are, unaware of possible problems. However, if you do not fully understand the kind of disputes that may arise out of each provision and interpretations that may be made by the courts as a result of such disputes, it is not possible to decide on what points to focus, how to revise the relevant provisions, or what provisions need to be added (or what provisions are lacking).

This seminar consists of two sessions, and the lecturer introduces problems and disputes that have actually occurred in relation to insufficiency of contract provisions, and explains points to note in reviewing and revising contracts and specific revision examples by presenting sample provisions.


Part 1

1. Pitfalls and Matters to Note When Checking Provisions in Contract Review
(1) Actual examples of problems by contract type; understanding court judgment trends
(2) Confirmation of the default rules (including the amended points, related laws and special laws)
(3) Matters to note when using standard forms/sample contracts
(4) Situations where special provisions are held invalid and points of such invalidation
(5) Matters to note when discussing revisions of a contract with the other party and delivering related documents

2. Specific examples of actual contract review (revising contract provisions) by contract type
(* Specific contract provisions to be explained are subject to change.)
(1) Sale and purchase agreement, basic agreement
– Specifications and performance of object, liability for non-conformity, claim for damages, termination, liability period (extinctive prescription), representations and warranties, limitation of liability (on an “as is” basis, acceptance of notified matters)
(2) Outsourcing agreement/ukeoi contract, product supply agreement
– Contents of services (including specifications and performance guarantee of deliverables), fee payment (performance-based fee/installment payments), subcontract, optional cancellation/termination, delivery and acceptance inspection, liability for non-conformity, repair, addition/modification (specification change)
(3) Force majeure clause (common to all contracts)
– Events subject to exemptions due to force majeure (severe earthquake, infectious disease/epidemic (new virus), etc.), effect and scope of responsibility
(4) Non-disclosure agreement/confidentiality clause
■ Subject of confidential information, restriction on the purpose of use, contract term, penalty, execution of binding contract, issues concerning standard forms

Part 2

(5) Joint development contract (including joint venture/business alliance contract, co-production agreement, etc.)
■ Subject of development, allocation of work, burden of cost, persons to whom the right belongs (intellectual property, commercialization), termination/cancellation, contract term
(6) Franchise contracts (including distributor agreement, etc.)
■ Loss/sales guarantee, non-competition, damages, royalty/franchise security deposit, unification of franchise standards, compliance with laws and regulations, measures required to be taken after the termination of contracts
(7) Guarantee agreement
■ Target of guarantee (increased amount, contract after renewal), maximum amount of guarantee, provision of information, preparation of notarial instruments, contract guarantee after renewal