Service agreement in Japan: Template, Key Clauses and Local Law (2026)

What a service agreement in Japan is A service agreement in Japan is a business-to-business contract for work entrusted to an independent provider, commonly called a gyomu itaku keiyaku (business entrustment contract). Under the Civil Code it usually takes the form of either a mandate (ishin) for performing work, or a contract for work (ukeoi) for delivering a completed result. It is not an employment contract, so the Labor Standards Act does not apply to it. The provider is independent, controls how the work is done, and is paid for services or deliverables rather than for being under the client's direction. As with employment, the test is substance. If a so-called contractor is in practice directed like an employee, works set hours at the client's site, and depends on the client as a single employer, there is a real risk the relationship is treated as employment, with the protections that brings. Draft and operate the relationship so the provider is genuinely independent. This page is general information, not legal advice. For a significant or cross-border engagement, have a Japanese lawyer confirm the structure and the current rules. ## What local law requires, including the Freelance Act The Freelance Act. A major change took effect on 1 November 2024: the Act on Ensuring Proper Transactions Involving Specified Entrusted Business Operators, usually called the Freelance Act. It protects individual freelancers who have no employees when they take on entrusted work from a business. Two points stand out for anyone drafting a service agreement with a solo provider in Japan. First, the client must clearly state the terms of the work. The client has to give the freelancer the key terms, such as the work entrusted, the fee and the payment date, in writing or by electronic means. Verbal-only deals no longer meet the standard. Second, payment timing is regulated. In general the client must pay the freelancer within 60 days of receiving the completed work. Breaches can lead to guidance, orders for corrective action and public announcement of the violation by the authorities, with the Japan Fair Trade Commission and the labor ministry sharing oversight. Mandate versus contract for work. Decide which Civil Code form fits. A mandate is for performing services with due care, where the provider is not guaranteeing a specific result. A contract for work is for delivering a completed, accepted result, and it carries liability if the result is defective. The clauses on acceptance, payment and liability follow from this choice. Consumption tax and the invoice system. Japan's qualified invoice system affects how consumption tax is handled between businesses. A provider registered under the invoice system issues qualified invoices; this is a tax matter worth settling in the contract. ## A simple structure you can adapt ```

BUSINESS ENTRUSTMENT (SERVICE) AGREEMENT (Gyomu Itaku Keiyakusho) Between [Client, address] and [Provider, address] 1. FORM AND NATURE This is a [mandate / contract for work]. The Provider is an independent business. No employment relationship is created. 2. SERVICES OR DELIVERABLES [Describe the services or the completed work and acceptance criteria.] 3. TERM [Project term or defined period.] 4. FEE AND PAYMENT [Amount and basis.] Payment within [number] days of [completion / delivery and acceptance], and within the Freelance Act limit where it applies. 5. HOW THE WORK IS DONE The Provider controls method, schedule and place and may serve other clients. The Client does not direct the Provider as an employee. 6. CONFIDENTIALITY AND IP [Confidentiality consistent with the Unfair Competition Prevention Act; who owns the deliverables and any license.] 7. LIABILITY AND TERMINATION [Defect liability for a contract for work; notice and payment for work done on termination.] 8. GOVERNING LAW Japanese law. Date: [date] Client ______________ Provider ______________

- Payment terms longer than the statutory limit for freelancers.
- Directing a contractor like an employee, which risks reclassification.
- Confusing a mandate with a contract for work, so the liability and acceptance clauses do not match the deal.
- Silence on IP ownership, leaving the client without clear rights to what it paid for. ## A short checklist before you sign - Decide whether this is a mandate or a contract for work, and align the acceptance, payment and liability clauses to that form.
- For a solo freelancer, give the key terms clearly in writing or electronically, as the Freelance Act expects.
- Set a payment date within the statutory limit, generally within 60 days of receiving the completed work.
- State that the provider controls method, schedule and place and may serve other clients, to reduce reclassification risk.
- Settle consumption tax and the qualified invoice position between the parties.
- Set out IP ownership of deliverables and anchor confidentiality to the Unfair Competition Prevention Act.
- Prepare a Japanese version where the contract will be enforced in Japan, and take local advice for a significant deal. ## Where this sits with your other contracts A service agreement in Japan comes with a statement of work, the written terms the Freelance Act expects, invoices and amendments when scope changes. The lasting work is keeping those aligned and knowing which version of the scope and fee is current. That is the same challenge across every contract a company signs, in each market it works in. Drafting from a sound structure, catching a clause that creates reclassification or payment-timing risk, editing scope in plain language, and holding every version with its date can live in one AI workspace tuned to how your company contracts. [Adira](https://adiralaw.com) is built around that single workspace idea. It is deepest in Indian corporate law today, with Japan-specific depth on its roadmap rather than shipped, so a Japanese engagement still needs the law above and local advice. The idea to keep is that contracts are easier to trust when drafting, review, editing and version history live in one place.