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Cross-Border and English MattersFrom review to negotiation of English-language contracts, our attorneys draft revisions directly in English and explain them to your team in Japanese.

Free consultation Why LegalAgent
Response time
1 business day*
First consultation
30 min free
Scope
English contracts · Governing law · Arbitration · DPAs

* As a rule, for contract reviews and routine legal questions. For complex or urgent matters we propose a schedule that fits the matter.

Client companies served*

150+

Selected clients shown, in no particular order. * Clients and partners. Not limited to Cross-Border and English Matters matters.

KADOKAWA FRONTEO YAMAP ACROVE LAPRAS AVA Intelligence OPTIEUM Biotechnologies ReDelta Concrew LINEA Innovations TECHSUITE YStory

English contracts revised in English and explained in Japanese

Whether it is an English-language contract received from an overseas company or one you are putting in place as you expand overseas, we review it down to the indemnity, limitation of liability, and governing law, jurisdiction and arbitration clauses, then return revisions and comments to the counterparty in English and explain the issues and negotiation strategy to your team in Japanese. We also review terms of use and DPAs for overseas SaaS, including entrustment and cross-border transfer issues under the Act on the Protection of Personal Information (APPI).

  • English contracts run long, and you are unsure where to start
  • You have no basic transaction or distribution agreement templates for overseas business
  • You have not been able to check the DPA for an overseas SaaS
  • Replying to English comments takes time, and negotiations stall

Why LegalAgent

With LegalAgent, you can keep negotiations moving in English

We support your transactions with overseas parties in three ways: fast answers, fees you know before we start, and deliverables in two layers, English and Japanese.

  1. 01Speed

    Typical law firms3–5 business days

    LegalAgent1 business day, as a rule

    Review order worked back from your signing deadline

    We answer contract reviews and routine legal questions within one business day as a rule. For long English contracts, we start with the key clauses, such as indemnity and limitation of liability.

  2. 02Fees

    Hourly billingTotal unknown at the start

    LegalAgentScope and fee set before we start

    An estimate before we start, based on the volume of English

    We ask about the length of the English contract, how many rounds of responses to English comments you expect and whether coordination with a local law firm is needed, and give you an estimate before we start. Matter-based work is generally on a fixed fee.

  3. 03Deliverables

    • Revisions and comments in English
    • Issue memo in Japanese
    • Internal briefing materials

    English for the counterparty, Japanese for your team

    We deliver English revisions and comments ready to send to the counterparty as they are, and an issue memo and internal briefing materials that management and business units can use to make decisions.

* Response times are for contract reviews and routine legal questions; they vary by matter.

How it works

The AI Agent organizes the clauses; attorneys set the negotiation strategy

The AI Agent maps the structure of the English contract, extracts issues and drafts revisions; attorneys judge the relationship with mandatory provisions of Japanese law and the priorities in negotiation.

AI Agentdoes the work

  • Maps the contract's structure and where the key clauses are
  • Draws on past clause examples and templates
  • Drafts revisions and comments in English

Attorneysmake the judgment

  • Check for conflicts with mandatory provisions of Japanese law
  • Decide negotiating priorities and alternative clauses
  • Take responsibility for the final revisions and internal explanation
ConsultationRevisions and negotiation strategy delivered
  1. STEP 01Reviewing the contract and transaction background

    Confirm the contract type, transaction scheme and the other party's country, and identify the clauses to review first

    Review approach and timetable

  2. STEP 02Sorting out risks clause by clause

    Review indemnity, limitation of liability, termination and governing law, jurisdiction and arbitration clauses, and sort out the relationship with mandatory provisions of Japanese law

    Clause-by-clause list of issues (in Japanese)

  3. STEP 03Preparing proposed revisions and comments in English

    Prepare proposed revisions and comments in English and consider alternative clauses

    Proposed revisions and comments in English

  4. STEP 04Organizing internal explanatory materials

    Organize the content of the English-language contract and the negotiation strategy into internal materials in Japanese

    Internal explanatory materials in Japanese

  5. STEP 05Negotiation support and post-signing follow-up

    Prepare draft responses in English and check whether any issues require coordination with a local law firm

    Negotiation strategy memo; summary of matters requiring local coordination where applicable

  • Attorneys make the final callAn attorney checks every deliverable and takes responsibility for it.
  • Your inputs are not used to train AIOn top of attorneys' statutory duty of confidentiality, we work in an environment where your inputs are not used to train AI.
  • An AI Agent built in-houseOur own engineers develop it. Information Security Policy

Use cases

Common requests and what you receive

We map our support by where the consultation starts, from reviewing contracts received from overseas companies to preparing contracts for overseas expansion, terms of use for overseas SaaS and negotiation support.

  1. 01

    A draft English-language contract has arrived from an overseas business partner, and you need to understand the key clauses before the signing deadline

    If left aloneWithout time to review the whole contract as closely as a Japanese-language contract, you sign while overlooking the indemnification, limitation of liability and governing law and jurisdiction clauses

    What we doWe review the structure of the English-language contract and the clauses that matter to your company, and sort out whether there is any conflict with mandatory provisions of Japanese law

    What you receive
    • Proposed revisions and comments in English
    • Issue memo in Japanese
    • Internal explanatory materials

  2. 02

    You want to put new English-language basic transaction agreements and distribution agreements in place as you establish an overseas base or appoint local distributors

    If left aloneSimply translating a domestic template into English leads to contracts being signed without checking governing law, jurisdiction, the allocation of responsibility for imports and exports and consistency with local practice

    What we doWe review the transaction scheme, the roles of the local parties and the allocation of responsibility, and design the contract, including governing law, jurisdiction and arbitration clauses

    What you receive
    • Draft English-language contract
    • Clause-by-clause list of issues
    • Explanatory materials in Japanese

  3. 03

    You want to review the terms of use and data processing agreement (DPA) before adopting SaaS provided by an overseas vendor

    If left aloneYou sign without checking the limitation of liability clause, cross-border data transfer and the governing law, leaving your company with little basis for claims in the event of an outage or data leak

    What we doWe review the key clauses of the terms of use and the DPA and sort out the relationship with Japan's Act on the Protection of Personal Information (APPI) and the clauses that need revision

    What you receive
    • Draft comments on the contract
    • List of clauses requiring revision
    • Internal risk explanation materials

  4. 04

    Contract negotiations have progressed, and you need to respond in English to English comments and proposed revisions from the other side

    If left aloneResponding in English takes time and negotiations stall, or you concede terms without your negotiating intent being conveyed accurately

    What we doWe confirm the intent of the other side's comments and your negotiating priorities, and prepare alternative clauses in English

    What you receive
    • Alternative clauses and comments in English
    • Negotiation strategy memo (in Japanese)

  5. 05

    The contract needs governing law, jurisdiction and arbitration clauses, but you cannot decide which combination to choose

    If left aloneWhen a dispute arises, you are forced to deal with it in an unexpected country, language and procedure, with no clear view of enforceability or cost

    What we doBased on the transaction value, the other party's country and the types of dispute anticipated, we consider the combination of governing law and agreed court or arbitral institution

    What you receive
    • Draft governing law and dispute resolution clauses
    • Memo explaining the reasons for the choice

Scope of our support for cross-border and English matters

We set out the matters to review and the deliverables for reviewing and revising English-language contracts, drafting English-language contracts and designing governing law, jurisdiction and arbitration clauses, and negotiation support.

Reviewing and revising English-language contracts
For English-language contracts presented by the other side, we review everything through to indemnity, limitation of liability, termination and governing law and jurisdiction clauses, and prepare deliverables in English.
  • Reviewing English-language contracts
  • Sorting out the relationship with mandatory provisions of Japanese law
  • Preparing internal explanatory materials
Drafting English-language contracts and designing governing law, jurisdiction and arbitration
We draft new contracts for overseas business partners and design governing law, agreed jurisdiction and arbitration clauses to fit the actual transaction.
  • Drafting English-language contracts
  • Designing governing law, jurisdiction and arbitration clauses
  • Preparing basic transaction agreements and distribution agreements
Negotiation support and dealing with overseas businesses
We handle English comments from the other side and review issues specific to contracts with overseas SaaS providers and overseas vendors.
  • Preparing comments and alternative clauses in English
  • Reviewing contracts with overseas SaaS providers and overseas vendors

Our approach

What we focus on in Cross-Border and English Matters

In English-language and cross-border matters, we focus on the following points.

  1. 01

    A two-layer approach: revisions and comments in English, internal explanations in Japanese

    While dealings with the other side proceed in the English-language contract, explanations to management and business units are prepared separately as Japanese-language materials that organize the issues rather than as word-for-word translations. Rather than relying on translation accuracy, we focus on conveying exactly the information needed for decisions.

  2. 02

    Choosing governing law, jurisdiction and arbitration in light of the actual transaction

    Rather than using template governing law and dispute resolution clauses as they are, we consider which combination is realistic for your company based on the transaction value, the other party's country, the anticipated nature of disputes and enforceability.

  3. 03

    Checking the relationship with mandatory provisions of Japanese law

    Even in contracts governed by foreign law, we check for conflicts with mandatory provisions that may apply to business operations in Japan, such as labor laws and the Antimonopoly Act, before organizing the contract terms.

  4. 04

    Coordinating with local attorneys where interpretation of local (foreign) law is needed

    For issues that require interpretation of foreign law itself, such as local permits, taxation or local litigation procedures, our firm does not decide alone; we propose an approach premised on coordination with a local law firm.

Pricing

Fees for cross-border and English matters

The workload varies with the length of the English-language contract, the number of responses to English comments and whether coordination with a local law firm is needed, so we provide a quote after hearing the details.

How fees are set

Scope and fee agreed before we start

Matter-based work is generally on a fixed fee. For complex or urgent matters, we propose a schedule and an estimate that fit the matter.

First consultation

A free 30-minute online meeting.

You can come to us before your documents are in order. Tell us what you know so far.

Free consultation

What we check before quoting

  • Length of the English-language contract and the number of responses to English comments required
  • Whether we review only the contract or also related materials such as the transaction overview and past similar contracts
  • Whether governing law, jurisdiction and arbitration clauses need to be newly designed or only existing clauses reviewed
  • Whether any issues require coordination with a local law firm
  • Whether ongoing English-language contract work, such as preparing basic transaction agreements and distribution agreements, is needed

The length of English-language contracts and the status of negotiations differ from matter to matter, so we will provide a firm quote after reviewing the contract and the transaction overview.

Team & Record

Attorneys who know business practice handle your matters

Contract reviews and drafts
2,000+
Client companies
150+
Startup legal matters
200+
Legal and investment DD
20+

* Approximate figures based on matters handled by our firm; actual figures vary by matter.

Engineers

Shinya Makita and Sota Miya build our product on the same team as the attorneys.

Practical Guides to English-Language and Cross-Border Matters

Dispute resolution clausesWhat Are Governing Law, Agreed Jurisdiction and Arbitration Clauses? How to Design the Rules for Disputes in a Contract

The combination of governing law and the forum for disputes changes the burden of attorneys' fees, translation and enforcement of judgments. From choosing between litigation and arbitration to keeping internal records when accepting the counterparty's clause, there are matters worth considering before signing a contract.

Related practice areas

FAQ

Frequently asked questions

Can we consult you at the planning stage, before drafting an English-language contract?

Yes, you can consult us at the planning stage. Even when the other party's country and the transaction scheme are not yet settled, we set out the contract types needed and the approach to governing law and jurisdiction while hearing about the transaction.

Can we engage you for a one-off review of a single English-language contract?

Yes. We handle everything from a one-off review of a single English-language contract to ongoing English-language contract work. Please send us the contract along with information showing your company's position and the other party's country.

Can you respond to English comments in English?

Yes. In response to English comments from the other side, we set out negotiating priorities and prepare alternative clauses in English. For internal purposes, we explain the issues in Japanese.

Can we consult you before we know how to choose governing law or an arbitration clause?

Yes. After hearing about the transaction value, the other party's country and the anticipated nature of disputes, we consider the combination of governing law and agreed jurisdiction or arbitration clauses.

Can we engage you only to review a data processing agreement (DPA) with an overseas SaaS vendor?

Yes, we also handle engagements limited to a DPA. We review it, including issues of entrustment and cross-border transfer under the APPI.

Can we consult you about local permits or local litigation procedures?

We cannot interpret local (foreign) law itself or make judgments on local permits or litigation procedures. Where necessary, we propose an approach premised on coordination with a local law firm.

Does this page handle consultations centered on Japanese-language contracts, or cross-border M&A and overseas alliances?

This page covers consultations centered on English-language contracts and transactions with overseas parties. You are welcome to contact us about Japanese-language contracts only as well, and we will review the content and handle it in the appropriate area. Entire cross-border M&A transactions are handled under M&A Support, and forming overseas alliances and JVs under Alliances, JV and Business Partnerships.

Contact

Talk to us about English contracts and overseas transactions

Please send us the English-language contract or draft and an overview of the transaction. Even if your internal materials are not yet organized, we will proceed with the review while hearing the details.

  • A free 30-minute online first meeting
  • A spot review of a single English contract is fine
  • You can consult us before the transaction scheme is settled