Reseller Agreement in Japan: Template, Key Clauses and Local Law (2026)

A reseller agreement lets one business (the reseller) buy a supplier's products or services and sell them on to its own customers in Japan, usually in its own name and for its own account. It is different from an agency arrangement (dairiten), where the agent acts in the supplier's name. The distinction matters because it changes pricing, risk, tax and which rules apply. This page is general information, not legal advice. Confirm the current position with a qualified Japanese lawyer (bengoshi) before you sign. ## How are resellers regulated in Japan? Japan has no single statute dedicated to resellers or distributors, and no mandatory termination-compensation regime of the European kind. A reseller arrangement is a commercial contract governed mainly by the Civil Code (Minpo), reformed with effect from 1 April 2020, and the Commercial Code (Shoho). The real constraints come from competition and, where relevant, subcontracting law. - Antimonopoly Act. This is the key limit. The Antimonopoly Act, enforced by the Japan Fair Trade Commission (JFTC), restricts certain vertical practices. Resale price maintenance, where a supplier fixes the price at which the reseller must sell on, is in principle prohibited. A supplier can set its own wholesale price and can suggest a resale price, but should not bind the reseller to a minimum resale price. Exclusive dealing and territorial or customer restrictions can also be challenged if they harm competition; the JFTC distribution guidelines explain the approach.

• Subcontract and freelance rules. Where the supply arrangement is really outsourced production or services to a smaller party, the Subcontract Act (Shitauke Ho) may apply, with a significant amendment effective 1 January 2026. Dealings with individuals can fall under the Freelance Act, in force since 1 November 2024.
• Freedom of contract and choice of law. Subject to those limits, the parties set their own terms. Under the Act on General Rules for Application of Laws, parties to an international contract may generally choose the governing law.
• No automatic goodwill payout. Japanese law does not require a supplier to compensate a reseller for lost future business on termination, though courts may scrutinise an abrupt termination of a long relationship. Set notice and termination carefully.
• Trademarks. Letting the reseller use the supplier's brand is a licence under the Trademark Act and related IP law. ## Key clauses in a Japanese reseller agreement - Appointment and exclusivity. Whether the reseller is exclusive or non-exclusive, and for which products (watch antitrust limits on exclusivity).
• Territory and customers. The area and any restrictions, framed to avoid competition issues.
• Products and supply. What is covered, ordering, delivery, and when title and risk pass.
• Pricing. The supplier's wholesale price, and how resale pricing is handled. Suggested prices are acceptable; mandated minimum resale prices are not.
• Payment and consumption tax. Terms, currency, tax and invoicing.
• Trademark licence. Permission to use the brand, quality control and limits.
• Minimum purchase or performance. Targets and the consequence of missing them.
• Term and termination. Duration, renewal, notice (generous enough to withstand scrutiny for a long relationship), and termination for cause.
• Post-termination. Stock run-off, stopping brand use, and any buy-back.
• Warranties, liability and indemnities. Product warranties, liability cap, and IP cover.
• Compliance. Anti-bribery and competition undertakings.
• Governing law, forum and language. ## A simple reseller agreement skeleton you can adapt 1. Parties and purpose

2. Definitions
3. Appointment, exclusivity and territory
4. Products and supply terms
5. Orders, delivery, title and risk
6. Pricing and resale pricing
7. Payment, consumption tax and invoicing
8. Trademark licence and quality control
9. Minimum purchase and performance
10. Marketing and support responsibilities
11. Warranties and product liability
12. Limitation of liability and indemnities
13. Compliance (antitrust, anti-bribery)
14. Term and termination
15. Post-termination obligations
16. Governing law, dispute resolution and language ## Common mistakes in Japanese reseller agreements - Fixing the resale price. Binding a reseller to a minimum resale price is in principle prohibited under the Antimonopoly Act. Set your own wholesale price and use suggested, not mandated, resale prices.

• Over-broad exclusivity or territory limits. These can be challenged by the JFTC if they foreclose competition. Keep them proportionate.
• Abrupt termination of a long relationship. Even without a statutory goodwill payout, a sudden cut-off of a long-standing reseller can be scrutinised. Build in fair notice.
• Confusing reseller with agent (dairiten). A reseller sells in its own name and bears risk; an agent acts in the supplier's name. Mixing them muddles tax, liability and the applicable rules.
• Loose trademark terms. Without quality control and clear limits, brand use can weaken the mark.
• No controlling-language clause. For bilingual contracts, state which language governs. ## Keeping your channel contracts under control The hard part of a reseller programme is not the first contract. It is running many resellers on consistent terms, tracking territories and renewal dates, spotting a pricing or exclusivity clause that could raise an Antimonopoly Act issue, and keeping trademark and termination terms aligned as the programme grows. When this lives in scattered documents, inconsistencies creep in. That is the work an AI contract workspace can hold in one place: draft from your approved reseller template, see per-clause risk flagged against how your company contracts, edit clauses in plain language, and keep a live timeline of territories, renewals and obligations across the channel. Adira is one such workspace if you want to see the idea in practice. Its depth outside India is on the roadmap, so confirm Japan-specific competition points with local counsel. ## FAQ