Kenji Sarukura delivered a lecture on the practical work of reviewing and revising contract provisions.

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 the practical work of reviewing and revising contract provisions.

Practical Work of Reviewing and Revising Contract Provisions

~ Specific examples of how to revise contract provisions ~

Outline of the Seminar

There have been many cases of problems and disputes resulting from insufficient examination of contract provisions. In reviewing and revising contracts, it is necessary to fully understand the kind of disputes that may arise out of each provision, and interpretations that may be made by the court as a result of such disputes; otherwise, 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).

　In this seminar, the lecturer introduces problems and disputes that have actually occurred in relation to contracts, and explains points to note in reviewing and revising contracts and specific revision examples by presenting sample provisions.

　The lecturer also explains matters to note regarding provisions addressing force majeure events (major earthquake, COVID-19, etc.).

Contents

Part 1: Points to note in reviewing and revising contracts

1. Specific points and important perspectives for reviewing contracts
　(i) Examples of contract-related disputes/trends in court interpretations of contracts
　(ii) Verification of default rules applicable to contracts
　(iii) Validity of special provisions / risk of special provisions becoming invalid

2. Preparation of draft contracts/revising contracts drafted by the other party
　(i) Pitfalls and matters to note regarding standard/existing contract forms
　(ii) Matters to note when revising a contract proposed by the other party

3. Discussion with the relevant departments/legal affairs division; consultation with a corporate lawyer

4. Negotiation on contract provisions with the other party
　(i) Matters to note when proposing addition/deletion of contract provisions
　(ii) Matters to note regarding materials delivered upon execution of contracts

Part 2: Specific matters to note in reviewing and revising contract provisions; sample provisions (in random order, contents subject to change)

1. Outsourcing agreements/ukeoi contracts (system development, design and construction, consulting, etc.)

2. Sale and purchase agreements/basic transaction agreements

3. Joint development contract (including joint venture/business alliance contract, co-production agreement, etc.)

4. Guarantee agreements 5. Confidentiality clause, force majeure clause (major earthquake, COVID-19, etc.)