Legal Outsourcing
Practical notes on legal outsourcing, contract review capacity, and outside counsel workflows.
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A curated selection of articles to read first from LegalAgent AI Legal Lab.
Amending Articles of Incorporation in Japan: Procedures, Registration and Key Provisions
A practical guide to shareholder approval, business purposes, public notices, authorized shares, governance and officer terms, including registration and version control.
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Cross-border e-commerce terms: consumer sales, governing law and jurisdiction
Review governing law and jurisdiction for overseas consumer sales, align Japanese and English terms, and address returns, shipping and personal information.
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GDPR and DPAs for Japanese Companies: Scope and Cross-Border Data Contracts
A practical guide to GDPR scope for Japanese companies, adequacy and Supplementary Rules, DPA obligations, SCCs and onward transfers, grounded in actual data flows.
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Governing Law and Arbitration in International Contracts: Resolving the Last Two Clauses
How to negotiate governing law and dispute resolution by considering asset location, enforcement, the arbitral institution, seat, language and number of arbitrators.
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Practical notes on legal outsourcing, contract review capacity, and outside counsel workflows.
Amending Articles of Incorporation in Japan: Procedures, Registration and Key Provisions
A practical guide to shareholder approval, business purposes, public notices, authorized shares, governance and officer terms, including registration and version control.
Read articleCross-border e-commerce terms: consumer sales, governing law and jurisdiction
Review governing law and jurisdiction for overseas consumer sales, align Japanese and English terms, and address returns, shipping and personal information.
Read articleGDPR and DPAs for Japanese Companies: Scope and Cross-Border Data Contracts
A practical guide to GDPR scope for Japanese companies, adequacy and Supplementary Rules, DPA obligations, SCCs and onward transfers, grounded in actual data flows.
Read articleGoverning Law and Arbitration in International Contracts: Resolving the Last Two Clauses
How to negotiate governing law and dispute resolution by considering asset location, enforcement, the arbitral institution, seat, language and number of arbitrators.
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Reading English-Language Contracts: Structure, Modal Verbs and Liability Clauses
How to connect defined terms, obligations, indemnities and liability caps, and read shall, may and will in context.
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Reading an English NDA: Essential Clauses Compared with Japanese Agreements
A practical guide to English NDAs, covering confidential information, permitted use and recipients, survival periods, residuals, injunctions, and translation pitfalls.
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Japan's Logistics Efficiency Act and Freight Contracts: Shipper Duties and Contract Reviews
Shipper duties, designation thresholds and freight contract documentation after the April 2026 amendments, including retention periods, ancillary services, rate schedules and daily shipment orders.
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Advertising Agency Agreements: Accounts, Data and Costs
A practical guide to media spend and fees, account access, campaign data, creative rights and advertising compliance, including the handover terms needed when changing agencies.
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VTuber and Creator Agency Contract Practice: Outsourcing Structure and Freelance Act Compliance
A practical guide to outsourcing agreements between VTuber or creator agencies and talent, covering Freelance Act obligations, character and channel ownership, graduation terms, revenue sharing and exclusivity clauses.
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Japanese Premiums and Representations Act Checks for Game Gacha: Complete Gacha and Probability Disclosures
A practical review of paid gacha items, additional rewards, prohibited complete gacha, probability disclosures and guaranteed-reward settings under Japanese law and CESA guidelines.
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Worker Dispatch and Disguised Contracting: When the Worker Dispatch Act Applies Even Though the Contract Says "Outsourcing"
Calling a contract a service agreement does not keep the Worker Dispatch Act away. This article explains the Notice No. 37 criteria, the deemed offer of employment risk under Article 40-6, and the on-site practices clients and contractors should check.
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Recruitment Agency Agreement Checkpoints: Placement Fees, Refunds and Direct-Hire Clauses
When a hire made through an agency leaves after a few months, the refund clause decides what comes back. This article covers agency licensing, capped and notified fees, tiered refund conditions, direct-hire clauses, candidate data and the ban on cash incentives.
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Reviewing an Office Lease: Termination, Restoration and Deposit Deductions to Check Before Relocating
Office leases between business operators fall outside the Consumer Contract Act, so unfavorable clauses tend to apply as written. This article covers ordinary and fixed-term leases, early termination notice periods and penalties, skeleton restoration, deposit deductions, free rent repayment and subletting restrictions.
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Construction Subcontracts and the Construction Business Act: Written Contracts, the Ban on Bulk Subcontracting and Payment Deadlines
Construction subcontracts are governed by the Construction Business Act rather than the Torihiki Tekiseika Act. This article covers the written contract items under Article 19, the ban on bulk subcontracting and its exceptions, and the rules on payment deadlines, inspection periods and below-cost pricing.
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How a Company Should Respond to a Request for Collective Bargaining: Community Unions, the Duty to Bargain in Good Faith and Collective Agreements
For a company that has received a request letter for collective bargaining from a community union or another union, this article explains what to check by the response deadline, how to prepare the written response and the minutes in light of the duty to bargain in good faith under Article 7, Item 2 of the Labor Union Act, the requirements for turning an agreement into a collective agreement, and the Labor Relations Commission procedures.
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Tax Audits and Appeals Against Reassessments: Deadlines for Requests for Reinvestigation, Requests for Reconsideration and Tax Litigation
If a company follows the recommendation in a tax audit to file an amended return, it can no longer dispute that tax amount through an appeal. With reference to the statutory provisions, this article reviews the deadlines for requests for reinvestigation and requests for reconsideration after a reassessment and how to choose between them, the exhaustion requirement and the period for filing suit, the records to keep at the audit stage, and the division of roles between the company's retained tax accountant and attorneys.
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Internal Use and Copyright: What to Check When Sharing Articles, Preparing Training Materials, and Using AI Summaries
Copyright also matters for sharing articles internally and preparing training materials. This article explains what to check regarding private use, quotation and source attribution, public transmission, input into generative AI, and reproduction license agreements.
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How to Draft a Data Provision Agreement: Scope of Use, AI Training, and Treatment on Termination
This article explains the scope of use, AI training, processed outputs, subcontracting, quality warranties and deletion on termination to be set out in a data provision agreement. It also covers points to check regarding trade secrets, shared data with limited access and the Act on the Protection of Personal Information.
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Personal Data Breaches from Unauthorized Access: Initial Response and Data Retention Lessons from the September 2026 Incidents
Drawing on the series of personal data breaches in September 2026, including about 6.6 million Times Car records and unauthorized access at major delivery companies, this article explains the initial response: reporting to the Commission and notifying individuals, leaked images of identity documents, retaining data on former members, and breaches at contractors.
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How to Create Employee Invention Rules: Ownership of Rights and Determining the "Reasonable Benefit"
Advance provisions for vesting employee inventions in the company, and the "reasonable benefit" given to inventors. Based on Article 35 of the Patent Act and the Japan Patent Office guidelines, this article explains consultation, disclosure and hearing of opinions, and the handling of existing inventions and departed employees.
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Managing Trade Secrets: "Confidential" Markings and Access Rights in Practice
An explanation of the three requirements for trade secrets and secrecy management in line with the Ministry of Economy, Trade and Industry's guidelines. This column considers the relationship among confidentiality markings, access rights, and NDAs, and information management in the cloud and upon employee departures.
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Trademark Infringement Warning Letters: First Steps on Receipt and Checks Before Sending One
This article explains evidence preservation, the decision whether to stop use, checking the registration, the right of prior use, and trials for cancellation for non-use when you receive a trademark infringement warning letter. It also covers checks before sending one and settlement terms, including inventory and name changes.
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When to File a Trademark Application: Pre-Launch Searches and Choosing Designated Goods and Services
This column explains trademark searches to conduct before deciding on a service name, the first-to-file principle and the right of prior use, and how to choose designated goods and services. In light of the difference between filing and registration, it describes how to proceed from launch preparations through renewal management.
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Agaroot Career Publishes Behind-the-Scenes Videos (Parts 1 and 2) of Our Representative Attorney Noriaki Asato on YouTube
Both parts of a behind-the-scenes video following our Representative Attorney Noriaki Asato are available on Agaroot Career's official YouTube channel.
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Export Control Basics: What to Check Before Providing Technology Abroad and Deemed Exports
Before sharing technology in overseas development outsourcing or joint research, this column explains the steps for checking classification, end use and end users, deemed exports and license exceptions.
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Marital Expenses and Executive Compensation: How a Business Owner's Income Is Determined and Pay Cuts After Separation
Marital expenses during separation are determined by both spouses' annual incomes. This article explains reductions in a business owner's executive compensation, the treatment of dividends and private expenses borne by the company, the tax constraints on fixed periodic remuneration, and cases exceeding the ceiling of the calculation table.
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Cosmetics and Health Food Advertising Under the PMD Act: Efficacy Claims, Testimonials, and Administrative Surcharges
An explanation of the 56 efficacy claims for cosmetics, how they differ from quasi-drugs, and function claims for health foods. We distinguish the application of Articles 66 and 68 of the PMD Act and look at reviewing advertisements, including testimonials and photographs, and responding to administrative surcharges.
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Do Your Company's Points or Coins Fall Under the Payment Services Act? What to Decide Before Designing Them
This column examines the conditions under which your company's points or coins constitute prepaid payment instruments, looking at the distinction between paid and free issuance, validity periods, places of use, unused balances, and the design of refunds and transfers.
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Preventing Sexual Harassment of Job Seekers: Communications and Consultation in Employee Visits and Internships
This article explains the measures to prevent sexual harassment of job seekers and others that take effect on October 1, 2026, covering the recruitment activities covered, communication rules between employees and applicants, the consultation desk, and the response after a report.
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E-Commerce Sites and the Act on Specified Commercial Transactions: Advertising Disclosures, the Final Confirmation Screen and Special Return Terms in Practice
This article explains advertising disclosures, the final confirmation screen and special return terms for e-commerce sites under the Act on Specified Commercial Transactions. It also covers displaying subscription terms, distinguishing returns for the customer's own reasons from defective goods, and checking order screens before launch.
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External Transmission Rules and Cookie Compliance: Covered Services, Matters to Publish, and When Consent Is Required
This article explains the scope of services covered by the external transmission rules, the matters to be notified or published, and the conditions for consent and opt-out. It also covers the difference between selling on your own site and running an online mall, the rules on personal-related information, and the work of matching tags with what is displayed.
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The Amended Act on the Protection of Personal Information: Where Things Stand After Promulgation and What Companies Should Prepare
The amended Act on the Protection of Personal Information (Act No. 56), promulgated on July 17, 2026, does not yet have an effective date. In light of the administrative surcharge system and the rules on biometric information, here is where things stand after promulgation and the key points of internal reviews that can be started in advance.
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Complying with the Torihiki Tekiseika Act: Internal Practices Ordering Companies Should Review After It Took Effect
In January 2026, the Subcontract Act was revised into the Torihiki Tekiseika Act. Items for ordering companies to review in their internal practices in light of the added employee-count test, the prohibition on payment by promissory notes and the like, and the prohibition on unilaterally setting prices without responding to consultation.
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Running an Internal Whistleblowing Hotline: The 300-Employee Threshold and How to Fix a "Hotline That Doesn't Work"
An internal whistleblowing hotline that receives zero reports a year may simply not be in use. From the 300-employee threshold and personnel's duty of confidentiality, to designing the entrance and exit of the hotline, to the scope of rules and pledges to review under the amended Act taking effect in December 2026.
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Initial Response to a Personal Data Breach: Reporting Deadlines and a Timeline of What to Do
This article explains what must be reported when a personal data leak is suspected, the deadlines for preliminary and final reports, notification to individuals, preservation of evidence and dealing with contractors. It covers the practice of recording who learned of the situation and when, and of meeting reporting deadlines while preventing harm in parallel.
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Complying with Stealth Marketing Regulation: A Legal Review System for Influencer Campaigns
On October 1, 2023, "Representations That Make It Difficult for General Consumers to Recognize Them as Representations by a Business Operator" took effect as a designated public notice under the Premiums and Representations Act. This is the so-called stealth marketing regulation, and engaging influencers or ambassadors to introduce products or services...
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Abuse of a Superior Bargaining Position: An Antimonopoly Act Framework SMEs Can Use in Dealings With Large Companies
When presented with unfavorable terms in a transaction or business alliance with a large company, not a few business owners give up, thinking, "The other side is a large company, so we have no choice but to accept these terms." However, conduct in which a party with a superior position in the transaction uses that position to impose unjust disadvantages may, under the Antimonopoly Act...
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First Steps for a Company Contacted by a Resignation Agency
This article explains the first steps for a company contacted by a resignation agency. It sorts out the differences in authority among private providers, labor unions and attorneys, the effective date of resignation under Article 627 of the Civil Code, settlement of paid leave and wages, and whether the employee may be contacted directly.
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Internal Investigations After a Harassment Complaint: How to Conduct Interviews and Make Findings of Fact
After a harassment complaint, whom should you interview, about what, and what evidence should you preserve? This article considers how to make findings of fact when the parties' accounts conflict, and the prevention measures that remain necessary even when the facts cannot be confirmed.
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Poaching of Customers and Employees by Departing Employees: Key Points on the Company's Claims and Evidence
The mere fact that customers or colleagues moved after an employee left does not mean the company's claims will be upheld. We examine non-competition agreements, trade secret management and the method of solicitation, and consider the basis for warnings, injunctions and damages.
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How a Company Should Respond to a Labor Tribunal Petition: Preparing the Written Answer and the First Hearing
When a labor tribunal summons arrives, work backward from the deadline for the written answer and the first hearing. This article covers everything from checking the petitioner's claims against the evidence to deciding on a proposed settlement and objecting to a tribunal decision.
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Responding to Labour Standards Inspection Office Investigations: Inspections, Correction Recommendations and Reports in Practice
In a Labour Standards Inspection Office investigation, the question is whether the books match how people actually work. Based on the inspection authority and the difference between correction recommendations and guidance notices, this article considers how to describe the improvements made in the report.
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Non-Renewal of Fixed-Term Contract Employees: Renewal Counts and Conversion to Indefinite-Term Employment in Practice
Even if you set a renewal cap and give notice 30 days in advance, non-renewal is not necessarily valid as a matter of course. Separate the reasonable expectation of renewal from the right to apply for conversion to indefinite-term employment, and consider whether the contract can be ended in light of its history.
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Types of Disciplinary Action and How to Choose: Criteria for Pay Reduction, Suspension and Disciplinary Dismissal
The mere fact that misconduct occurred does not mean any disciplinary action can be chosen. Weigh the basis in the work rules against the severity of the action, and check the cap on pay reductions, dismissal notice and retirement allowance one by one.
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Leave of Absence and Return to Work for Mental Health Conditions: Aggregation Rules and Points to Note in Return-to-Work Decisions
When an employee goes back on leave shortly after returning to work, how the leave period is counted depends on the rules and agreements in place. This article considers matching medical certificates against assigned duties, wages during trial attendance, and termination of the contract when the leave period expires.
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Work Rules That Permit Side Jobs: Designing an Approval System and Aggregating Working Hours
A company that receives notice of a side job should specifically confirm its reasons for any restriction and the scope of that restriction. Alongside aggregation of working hours across multiple employers, allocation of overtime premiums and the conditions for introducing the management model, this article considers protection of confidential information and health management from both the work rules and operational perspectives.
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What to Do on the Day Your Company Receives a Complaint, and Initial Steps Before the Answer Deadline
When a complaint arrives, confirm the deadline for the written answer and the first oral argument date. This column explains the steps for preserving internal materials and consulting an attorney, in light of the difference between admitting facts and acknowledging the claim and the consequences of failing to submit an answer or appear.
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Practical Guide to Contract Termination Notices: Procedures for Termination With and Without Demand, and How to Draft the Notice
Before giving notice of contract termination, confirm whether a demand is required and the period for demanding performance. This article explains the notice procedure, from how to state the grounds for termination and its effective date, to records showing arrival, to refunds, returns and settlement of unpaid amounts after termination.
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When a Business Partner Goes Bankrupt: What to Do on the Day You Receive Notice of Commencement of Bankruptcy Proceedings
On receiving notice of bankruptcy, confirm the type of proceeding and the filing deadline, and gather the records of receivables and payables. We explain the matters to decide in the initial response, such as restrictions on set-off, recovering consigned goods, and when individual collection may be avoided.
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Labor Management for Spot Work: The Contractual Relationships around Applications, Cancellations and Wages
Even in spot work with no interview, an employment contract can be formed the moment the apply button is pressed. If the business later cancels for its own reasons, obligations such as paying a leave allowance remain, and they cannot be avoided simply through an operation on the app.
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Legal Issues for TikTok Shop and Live Commerce: Mail-Order Disclosures, Stealth Marketing and Returns
Even a line such as "half price today only" said during a live stream counts as a mail-order advertisement. If you open a shop without making clear who the seller is, the disclosures under the Act on Specified Commercial Transactions, returns handling and responsibility under the stealth marketing rules will not be properly allocated to the parties who should bear them.
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Outsourcing Advertising Review in Practice: Scope, the Premiums and Representations Act, the PMD Act, and How Fees Are Set
To avoid situations where an ad draft arrives just before an LP goes live and the placement deadline arrives without anyone knowing which evidence supports which claim, this article sets out the scope of the request, the materials to share, the return format and how fees are set when outsourcing advertising review.
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How Startups Should Choose Outside Counsel: Comparison Points for Incorporation, Fundraising and IPO Preparation
If you start looking for an attorney only after a term sheet arrives, you end up reviewing past share issuances and minutes at the same time. This article explains how to compare outside counsel suited to your company's stage of growth using common criteria: scope of support, staffing, deliverables and fees.
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Certified-Content Mail: Legal Effects and When to Use It, Before You Send
What certified-content mail proves is the fact of sending and the content of the document. This article explains what to check before sending, based on the difference from a certificate of delivery, the period of suspension of prescription by demand, and the effect sending it has on negotiations.
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Steps for Collecting Accounts Receivable: From Reminders to Demand for Payment Procedures, Small Claims Actions and Lawsuits
The way to collect accounts receivable depends not only on the amount claimed but also on the evidence, the counterparty's reasons for disputing the claim and the time left before the limitation period expires. This article explains the procedural deadlines for demand for payment procedures and small claims actions, current court fees and how late payment damages work.
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Are Oripa Illegal? Legal Regulation of Online Original Card Packs: Gambling, the Premiums and Representations Act and the Payment Services Act
The legal assessment of online oripa depends not only on the value of the cards but also on how the lottery, buyback and point-exchange mechanisms work. In addition to the crimes of gambling and lotteries, the Premiums and Representations Act, the Payment Services Act and contracts with minors also need to be examined against the actual design.
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Construction Business Licenses and On-Site Responsibility in Construction Management SaaS and Tradesperson Matching
In construction management SaaS and tradesperson matching, confirm who undertakes the construction work and who gives instructions to workers. This article explains the license exception for minor work, the prohibition on wholesale subcontracting, the assignment of engineers, and the conditions for using construction data.
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Real Estate Tech and the Real Estate Brokerage Act: The Line Between Listing and Brokerage, IT-Based Explanations of Important Matters and AI Valuation Displays
Whether a real estate tech business needs a license or registration is determined by its actual business, not by the names used on screen. This article reviews the line between listing and brokerage, the procedures for IT-based explanations of important matters, AI valuation displays and the scope of registration for rental management.
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AI Use of Faces and Voices and Personality Rights: How Companies Should Design Permissions in Advertising Production
When an AI voice resembling a real person's voice is used in advertising, the protection of personality interests in faces and voices and of customer-attracting power becomes an issue. Drawing on the Ministry of Justice's August 2026 report, we look at the scope of permission and the points to check in advertising representations.
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Searching Internal Documents with RAG: How Copyright Risk Changes with the Type of Material
What needs to be checked before feeding materials into RAG differs between your own meeting minutes and practical guides you purchased. Based on the requirements of Articles 30-4 and 47-5 of the Copyright Act, we consider the scope of permissible use in light of where the materials come from and how output is produced.
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Training Dataset License Agreements: Dividing Rights Between the Data Provider and the Developer
When you provide your company's data for AI development, who can use the resulting model? This article distinguishes Article 30-4 of the Copyright Act from contractual restrictions and covers the points to check before negotiating, from the handling of personal information to conditions of use after the contract ends.
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Designing AI Agent Authority: What to Decide Before Entrusting Orders and Messages to AI
To prevent erroneous orders by AI agents, you need to decide where human approval will be inserted. Centering on the design of monetary thresholds and execution records, this article considers the validity of contracts in the event of a malfunction and arrangements with business partners.
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In-Game Purchases and Gacha Campaigns: Prepaid Payment Instruments and Probability Disclosures
Whether paid coins require notification or registration depends on the issuer, where they can be used and their expiry. This article checks management of unused balances, gacha disclosures against the actual draw settings, the ban on complete gacha and the conditions for purchases by minors.
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Entertainment and Creator Contracts: Ownership of Rights, Secondary Use, and AI Use
When commissioning creators, decide how far the works can be used together with the fee. This article covers the difference between assigning and licensing copyright, conditions for modification and AI use, and payment and notice obligations under the Freelance Act.
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Running Esports Tournaments: Prize Money, Sponsors, and Minors
For esports prize money, check the requirements of the Premiums and Representations Act and the crime of gambling separately. Consider the actual source of prize funds, game license terms, sponsor disclosures and participation procedures for minors at the planning stage.
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Responding to Defamatory and Rights-Infringing Posts: Removal Requests and Disclosure of Sender Information
Removing a post and identifying the poster differ in both purpose and requirements. We examine preserving evidence and logs, explaining the rights infringement and distinguishing legitimate criticism, from the perspectives of both the company suffering harm and the platform operator.
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Job Media and Scouting Services: The Boundary with Employment Placement and Personal Information
Depending on its features, a job site can go beyond providing information and constitute employment placement. Check whether the operator screens candidates or job offers and whether it intervenes in the content of communications, and also consider notification requirements and the handling of personal information.
Read articleComparing Legal Outsourcing: How It Differs from Outside Counsel and What LegalAgent Provides
The names retainer and legal outsourcing alone do not tell you what support is provided. This article explains how to compare the work that remains in-house and the costs, from intake of requests and contract revisions to internal explanations and handover of matters.
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Comparing Startup Legal Support: Ways to Engage Counsel and LegalAgent's Scope of Support
Once financings and hiring overlap and a company enters the stage of managing multiple deadlines in parallel, it needs to consider how to combine per-matter engagements, a retainer, legal outsourcing and in-house hiring.
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Always Check Article Numbers and Sources Yourself: A Pitfall of Generative AI
Even when an article number or the date of a judgment is specific, the source does not necessarily exist. Using the payment due date under the Torihiki Tekiseika Act as an example, this column shows how to confirm the content of a provision, when it applies and the premises of a court decision in the original sources.
Read articleSummarizing Two Drafts of a Contract or Internal Rule in a Comparison Table: Checking Differences With Generative AI
In a contract comparison table, the evaluation differs depending on whose liabilities or rights change. Using an example and instructions from the client's position, this article introduces a procedure for checking generative AI's comparison results against the original text and tracked changes.
Read articleDrafting a Legal FAQ and Contract Glossary: Building Internal Knowledge with Generative AI
This article introduces how to ask Gemini and similar tools for drafts of FAQs and glossaries based on recurring internal consultations. It also covers checking the premises of the answers, the company's approval procedure and who will be responsible for updates after publication.
Read articleGetting a Rough Translation of English Contracts and Emails: How to Use Generative AI
After grasping the outline of an English contract through a rough translation, check in the original text whether obligations exist and how far they extend. Using indemnification clauses and the translation of shall and may as examples, this article shows how to use summaries and side-by-side translations for different purposes.
Read articleDrafting an Internal Risk Explanation Memo: How to Use Generative AI
Even when the legal team finds a risk, decision-makers may be unable to choose a response from the quoted clause alone. Have generative AI draft a memo that conveys the business impact and the options, then finalize it against the contract as a whole.
Read articleExtracting Deadlines, Amounts and Obligations from Contracts into a List: A Handy Use of Generative AI
Even if a list made from a contract says "Not stated," that does not necessarily mean the clause truly does not exist. Attach the supporting provisions to generative AI's extraction results and cross-check them against schedules and amendment agreements to build a register usable for deadline management.
Read articleCreating a First Draft of a Reply to a Long Email: Steps for Saving Time with Generative AI
When a single email contains multiple revision requests, first decide which points to accept and which need internal confirmation. Give that policy to generative AI to produce a draft, and check that the reply does not amount to unintended acceptance.
Read articleDrafting and Polishing Meeting Minutes: A Standard Use of Generative AI
If "we will consider it" in meeting notes turns into "we agreed" in the minutes, the record of the negotiation will be wrong. This column shows the steps for separating decisions from pending matters and confirming persons in charge and deadlines when you leave drafting to generative AI.
Read articleHaving Technical Terms Explained in Plain Language: An Easy Way to Use Generative AI
Business departments do not necessarily understand the terms legal explains in the same way. Tell generative AI who the reader is, have it draft an explanation, and check against the original text that the scope of liability and conditions have not been left out.
Read articleWhat Is an AI Lawyer? How to Divide Work Between Attorneys and AI in Corporate Legal Practice in the Age of Generative AI
Even when AI prepares contract drafts and identifies issues, humans check the premises of the transaction and the content of the output. To obtain advice that reflects your company's position and acceptable risks, this column considers what to entrust to AI and what to entrust to attorneys.
Read articleLegal Outsourcing for One-Person Legal Teams: Contract Review and Consultation Structure
When a one-person legal team uses outside attorneys, it decides which work to entrust and which judgments to keep in-house. Beyond intake, fees, and information sharing, it is also important to prepare for the staff member's departure or leave by handing over matters, deadlines, and records of past decisions.
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Checkpoints for Reviewing Subcontracting Clauses: Organizing the Risks for the Client and the Contractor
Whether the use of cloud services or outside personnel constitutes subcontracting is determined from the contract's definitions and the actual work. Distinguish the consent required under the contract from permission required by law, and decide in advance on the management of subcontractors, who can be claimed against in the event of an incident, and cost allocation.
Read articleCheckpoints for Reviewing Consulting Agreements: Practical Issues for the Client and the Consultant
In consulting agreements, receiving advice is often confused with having business results guaranteed. Set specifically the scope of meetings and revisions to materials, the deals that count toward success fees, and the conditions for using pre-existing materials.
Read articleCheckpoints for Reviewing SES Agreements: Practical Issues for Clients and Vendors
In an SES agreement, beyond the quasi-mandate title, the question is who gives engineers their daily instructions. Check the scope of work and settlement of hours, rights to use deliverables, and handover upon departure against actual operations.
Read articleCheckpoints for Maintenance Agreements and System Maintenance Agreements: Scope of Services, SLAs, and Additional Fees
When a failure occurs, how much the monthly maintenance fee covers depends on the contract. Match the reception hours, recovery targets, and approval of additional fees against one another, and confirm that the necessary materials can be handed over when maintenance ends.
Read articleContracts for Work vs. Quasi-Mandate Contracts: Key Points When Reviewing Service Agreements
Contracts for work and quasi-mandates cannot be distinguished by the title or the presence of deliverables alone. Confirm the scope of the promise to complete and the obligation to perform services, and consider, contract by contract, when fees are paid, how fees are settled if the contract ends midway and how defects are handled.
Read articleBasics of Reviewing Service Agreements: Definitions, Checklist and Risks by Position
In a service agreement, the treatment of liability and fees changes depending on whether the contractor promises to complete the work or to provide support with due care. Match the clauses against the actual work, from the acceptance period and fees for additional work to rights to use existing tools.
Read articleWhat Is Breach of Contract? How It Differs from Non-Performance of Obligations and the Initial Response in Corporate Legal Practice
Even if the counterparty misses a delivery date, you cannot necessarily terminate right away. You need to distinguish the requirements for demand, termination and damages, and check your own performance, receipt of notices and the records that support your damage.
Read articleWhat Are Purchase Orders and Order Forms? Formation of Individual Contracts and the Relationship With Master Transaction Agreements
Issuing a purchase order does not always form an individual contract. You need to check whether acceptance has reached the other party and any special provisions in the master agreement, and confirm the agreed terms through to the priority of documents, specifications and costs upon changes or cancellation.
Read articleWhat Is a Memorandum or Amendment Memorandum? How It Differs From a Contract and What to Check in Amendment Clauses
The legal effect of a document is not determined by the name memorandum alone. You need to check its correspondence with the original contract and the date from which the change applies, and also watch out for restrictions on reducing the price of orders already placed. This article covers a short sample amendment clause and how to reflect the change in the contract register and invoicing after execution.
Read articleWhat Is a Contract? The Structure and How to Read It in Corporate Legal Practice
Even if a contract looks well formatted, problems remain if its terms differ from the specifications in the exhibits or from the internal approval. We explain how to confirm the important provisions for each contract type and the points to check before handing the contract over to the responsible departments.
Read articleWhat Is Contract Management? Managing Renewals, Terminations and Performance of Obligations That Are Easily Overlooked after Signing
Missing a termination notice deadline can lead to an unneeded contract being renewed. Decide who watches the deadlines, and link memoranda and amendment agreements to the main contract so that the latest terms can be confirmed.
Read articleWhat Is Contract Execution? How It Differs from Contract Formation, and Signatures, Seals and E-Contracts Explained
Even if a signatory's identity can be verified, that person does not necessarily have authority to represent the company. This article covers checking that the approved version matches the executed version, whether schedules are attached, and where the contract will be stored after execution.
Read articleWhat Is Contract Review Intake? The Information to Gather First to Speed Up Contract Review
Background that cannot be read from the contract must be confirmed with the requesting staff member. Having the reason for the desired signing date, the negotiation status, and related materials shared at intake makes it easier to decide the scope and priority of the review.
Read articleWhat Is a Contract? The Contract Basics to Grasp First in Corporate Legal Work
An agreement can be formed without a contract document, though there are statutory exceptions. Check separately the records showing the agreement, the signatory's authority and internal approval, and set terms that suit the transaction.
Read articleBeyond the Term "AI Lawyer": Corporate Attorneys in the Age of Generative AI
Issues raised by AI need to be checked by an attorney. Taking into account the transaction amount and the relationship with the counterparty, the attorney decides which terms to accept and where to negotiate.
Read articleLegal Advisors for Startups: What to Put in Place With Outside Legal Support Before Hiring In-House
Before hiring, decide how consultations will be received and the standards for contract review, and gather important documents together. This preparation reduces the burden on the person who joins of re-researching past decisions.
Read articleHow a Company Without a Legal Department Should Use Outside Attorneys
Keep individual review results as the company's own decision criteria, and share the background of transactions with outside attorneys. Even a company without a dedicated legal department can start by building a system for consultations.
Read articleLegal Outsourcing for Large Corporate Legal Departments: Designing the Decisions to Keep In-House and the Scope to Outsource
In legal outsourcing at large companies, it is effective to keep final decisions and the setting of priorities in-house while outsourcing the groundwork and drafting. By putting in place a delivery format that separates negotiation comments from risk memos and criteria for sending work back, you can prevent internal rework and concentrate on important decisions.
Read articleHow to Introduce Legal BPO: Designing Intake, Response Formats, and Playbook Operations
Even after starting legal BPO, the burden remains if outside responses are reworked in-house. Decide the request point of contact, the Word return format, the playbook, and the conditions for sending matters back in-house, then expand the scope of outsourcing while confirming the quality of responses.
Read articleHow Should You Rebuild Your Legal Function After Series A?
After Series A, investor relations, recruiting and stock option procedures pile on top of contract review. This article considers how to separate matters decided internally from work entrusted to outside counsel, and how to build monthly reviews and record-keeping into day-to-day operations.
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