Contract Review & Drafting

EXAMPLE CASE

A typical scenario

* This is a model case to illustrate our workflow.

The Problem

A service agreement from a development partner contains multiple clauses unfavorable to our company

A partner company to which you plan to outsource system development has sent you a service agreement. It contains several clauses unfavorable to the commissioning party: all intellectual property rights vest in the contractor, damages are capped at the total contract fee, and the warranty period for non-conformity is only three months. You want a professional to review whether it is safe to sign as-is.

Our Response

We review the contract thoroughly and respond with a complete set of revision proposals

Thoroughly review the entire contract and identify risk points
Prepare revision proposals and negotiation rationale for each point
Check applicability of the Subcontract Act
Deliver a three-part set: revision proposals, clause commentary, and risk checklist

Deliverables

Revision proposals + Clause commentary + Risk checklist

Contract revision proposals -- A contract file with tracked changes. Upon request, we can also add comments from the client to the counterparty
Clause commentary document -- A plain-language explanation for your staff, covering the revision rationale and the meaning of each clause
Risk checklist -- A comprehensive review table generated using our proprietary prompts, with comments organized by contract type

Service_Agreement_Revision.docx

Service Agreement (with tracked changes)

Article 10 (Ownership of Intellectual Property)

All intellectual property rights in deliverables under this Agreement shall vest in Party B.

Intellectual property rights in deliverables newly created at Party A's expense shall vest in Party A, while general-purpose works previously owned by Party B shall be retained by Party B.

Comment: If all IP rights vest in the contractor, the commissioning party has no usage rights. We recommend ownership based on cost allocation.

Article 15 (Damages)

Total damages shall be capped at the total contract fee.

Total damages shall be capped at the total contract fee; provided, however, that this limitation shall not apply in cases of willful misconduct or gross negligence.

Similar tracked changes for Articles 12 and 8 follow below...

Service_Agreement_Commentary.pdf

Clause Commentary (for staff reference)

Regarding Article 10 (Ownership of Intellectual Property)

The original draft assigned all IP rights in deliverables to the contractor. This poses a significant risk to the commissioning party. Our revision allocates ownership of portions developed at your expense to your company, while portions the contractor already possessed remain with them.

Regarding Article 15 (Damages)

The original draft applies the damages cap even in cases of willful misconduct or gross negligence. Applying a cap in cases of gross negligence is not equitable, so we have added an exception for willful misconduct and gross negligence.

Regarding Article 12 (Non-Conformity Warranty)

The warranty period is set at only three months after acceptance, which is shorter than the Civil Code default. In practice, it is common to request an extension to six months to one year.

Service_Agreement_Risk_Checklist.pdf

Risk Checklist

Clause	Risk	Comment
Art. 10 IP Rights	High	All IP in deliverables vests in contractor
Art. 15 Damages	High	Cap applies even for willful/gross negligence
Art. 12 Non-Conformity	Med	Warranty period only 3 months after acceptance. Shorter than Civil Code
Art. 8 Subcontracting	Low	Prior written consent required. No issue

Overall Assessment

2 high-risk and 1 medium-risk items identified. Negotiation recommended.

APPLICABLE CONTRACTS

We handle contracts across all industries and types

Below are examples of contract types for which we provide review and revision proposals.

Service Agreements

We clarify scope of work, fees, deadlines, and non-conformity warranties, and provide revision proposals to prevent disputes.

Software Development Agreements

Contracts for commissioned software/system development. We review IP ownership, acceptance criteria, and defect remedies, plus check compliance with the Subcontract Act and Freelance Protection Act.

License Agreements

We prepare revision proposals for IP licensing, royalty structures, license scope, and sublicensing rights management.

Distribution Agreements

Agreements with sales agents and distributors. We organize territory clauses, non-compete obligations, fee structures, and customer handover upon termination.

SaaS / Web Service Terms of Use

We draft and review terms of service for service providers, covering usage rights scope, disclaimers, data handling, and cancellation terms.

NDA (Non-Disclosure Agreement)

We identify risk points in confidential information definitions, return obligations, and exclusions, and provide revision proposals.

Privacy Policy & DPA

We draft and revise privacy policies and review Data Processing Agreements (DPAs) related to personal information protection laws.

Other Contracts

We also flexibly handle sales agreements, maintenance contracts, lease agreements, franchise agreements, and other contract types.

WHY US

Why choose our office

01

We handle any type or industry

With our advisory clients spanning diverse industries, we have drafted, reviewed, and revised contracts across a wide range of business contexts over approximately 20 years. We can handle service agreements, licenses, distribution agreements, SaaS terms, investment agreements, and more. We are also capable of reviewing standard English-language contracts.

02

Efficient processing powered by AI

By leveraging AI, we are able to provide not only contract revision proposals but also risk checklists and documents explaining the rationale behind revisions. Sharing "why this clause was revised" in writing helps reduce communication gaps between attorney and client, improving the overall efficiency of the contract review process.

03

Deep expertise in intellectual property

We have substantial experience in copyright and trademark practice, including rights registration and related disputes. This enables us to address IP provisions in contracts from a practical standpoint.

We are especially well-equipped to handle a wide range of data handling and IP issues in software, web services, and SaaS contexts.

RELATED FIELDS

Related practice areas

Clients who consult us about contracts also frequently use the following services.

IT & DX Law Intellectual Property Labor & Employment