Japanese Business Contracts

2018-05-10

Recently I got my first contract in a long time. Not only was it my first contract in about 25 years but this one was in Japanese.

A friend contacted me and told me a company they worked with wanted some game related work done. I'm not really sure why I went since I don't really want to do contract work but without thinking about it I went over, talked to the company, and basically agreed to do the work. Only after did I think, "Wait, what? Why did I agree to do this?"

Fortunately it's a small project but I had no idea how much work it would be just to get started.

So first I wrote up a small visual design document like I had seen from other Japanese game projects. I wanted it to be clear visually what the project would be, what the scope is, what the game play flow would be etc... By visual I drew simple diagrams showing the various game screens (title, start, game, end), described the controls on each visually. I bring this up because my impression is most western design documents are still mostly paragraphs of text where as Japanese design documents are very visual.

I also details on what I was expecting to provide and what I needed them to provide.

I sent it off and got an "Okay, Look's great".

Maybe because I'm out of practice or maybe because it was a small project but I thought it could be simple at that point, like barely more than a handshake of a deal.

I thought I'd write a small about 1 paragraph letter that said effectively "I'll make the game like I detailed in the design document and you'll pay me $XXXX by this date" with a few more details. Get them to sign it and be done.

I brought this up with a friend and it turned out she did stuff like this for a living. She told me the contract probably needed to be longer but I was like, "let's just go with this simple version for now". She relented and helped me fix my Japanese for the small contract.

But ..... I was actually planned to subcontract a portion of the work to a friend as he's done many more projects that me. He sent me both an invoice and a contract. The invoice made me realize I needed one of those two and his contract was a couple of pages long covering things like cancellation etc.

So, that made me feel like I needed a longer contract but I was freaking out a little since it's a short project with a short deadline and it was feeling like just dealing with the contract itself would take longer than the project.

My experience from 25 years ago was getting a contract, having a lawyer pour over it, having the lawyer make changes, sending it to the other party, going back and forth a couple of times and finally both signing it. Ugh!

My friend who'd written the letter offered to make me a more common contract. Not much in it but it covers cancelling, acts of god, rights (who owns the IP), etc... There was nothing really out of the ordinary so I sent a PDF to the other company and they said "looks good, send us the real deal".

So, then, talking to my friend who wrote the contract this is not a simple as just signing 2 copies of contract, sending them to be signed by the other party and getting one back.

Nope!

In Japan I needed a "revenue stamp". Apparently these exist in some other parts of the world but not in the USA. The idea that I need some special stamp to make a contract seemed really weird but whatever, you gotta do what you gotta do so I go over to the post office and buy a revenue stamp.

Next up I need to apply my company stamp to the contract. In Japan they don't use signatures. Instead they use stamps. When I registered my Japanese company the lawyer got and registered a stamp for me.

It makes a stamp like this (not my stamp)

I showed her my stamp and was then told I needed a different type of stamp. The stamp I had was a "Company Representative Stamp" but I also needed a "Company Stamp". I'll apply the company stamp to the invoice.

Okay, off the stamp store to have them make me a company stamp. 48hrs later I have a company stamp.

which makes a stamp like this (not my stamp)

So, now I'm preparing to stamp the contract. I put the revenue stamp on the front and I'm told I need to stamp it with my representative stamp half on half off. The point is to make the stamp not reusable / not removable.

I then need to stamp my name with my representative stamp at the end of the contract.

Now I need to know what to do for the 2nd copy. It takes me a while to find out only one company needs the revenue stamp but both copies need my representative stamp at the end.

Then I need to take the invoice and stamp that with the company stamp (the new stamp).

Okay, let's put these in an envelope and send them off ... wait! That's when she tells me I need bookbinding tape. WHAT!? It turns out I need a special kind of white tape that you use to bind the contract. So, it's off to the store to buy some bookbinding tape. It's like an inch and a 1/2 wide white tape. You put it on the edge over the contract and wrap it around to the back so your contract becomes a small book. You then press your representative stamp on it so it can't be removed.

Some guides even tell you you should do the same between every pair of pages. The point is that no pages can be changed since the stamps won't align. By now it's too late in the day to make it to the post office.

So, next day, on the way to the post office, I meet some friends for lunch and have them look over it. They say it all looks good but I also should really send a cover letter. I guess that's kind of common sense although again it's a small informal project and I don't think the other side is going to care. One of my friends at lunch though says she does this all the time so she writes a short cover letter, we print it out at the convenience store and finally, after several days of freaking out I can finally send the contract off.

So there you have it. Yet another new experience learning that even contracts are different by country and/or culture.

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