Statement of Work in Japan: Template, Key Clauses and Local Law (2026)

A statement of work (SOW) is the document that describes a specific project: what will be delivered, by when, for how much, and on what terms. In Japan it usually sits under a master services agreement (MSA) or basic transaction agreement (kihon torihiki keiyaku), which carries the legal terms such as liability, confidentiality and IP, while the SOW carries the project detail. It can also be a standalone individual order, but then it must carry those legal terms itself. This page is general information, not legal advice. Confirm the current position with a qualified Japanese lawyer (bengoshi) before you sign. ## How does a statement of work work under Japanese law? A SOW is not a separate legal category in Japan; it is part of a services contract governed by the Civil Code (Minpo), reformed with effect from 1 April 2020, and the Commercial Code (Shoho). What matters is the kind of obligation it creates and the rules around outsourcing. - Contract for work or quasi-mandate. Japanese law distinguishes a contract for work (ukeoi), where the provider owes a completed result, from a quasi-mandate (jun-inin), where the provider owes diligent effort but not a specific result. This changes who bears the risk of a deliverable not working, when fees are due, and the remedies for non-conformity. A SOW should make clear which model applies to each deliverable.

• Incorporation. When a SOW sits under an MSA, state that the MSA governs and that the SOW is subject to it, with the order of precedence.
• The Subcontract Act. If a larger company outsources work to a smaller one, the Act against Delay in Payment of Subcontract Proceeds (the Subcontract Act, Shitauke Ho) can apply. It requires the ordering party to issue clear written order terms promptly, sets payment deadlines, and prohibits unfair acts such as unjustified price cuts or returns. A major amendment takes effect on 1 January 2026, including a ban on payment by promissory note. Where the provider is an individual, the Freelance Act, in force since 1 November 2024, applies.
• Tax and language. Japanese consumption tax (currently 10 percent) generally applies; Japanese-language or bilingual contracts are common, with a controlling language named. ## Key clauses in a Japanese statement of work - Reference to the MSA. Identify the governing MSA and confirm the SOW is subject to it, with the order of precedence.
• Scope and deliverables. A precise description of what will be produced, so acceptance is objective.
• Service model. Whether each deliverable is a contract for work (ukeoi) or a quasi-mandate (jun-inin).
• Milestones and timeline. Dates, phases and dependencies.
• Acceptance criteria. How deliverables are reviewed, accepted or rejected, and the cure period (important for ukeoi).
• Fees and payment. Fixed price or time and materials, the schedule, consumption tax, and invoicing, with payment deadlines that respect the Subcontract Act where it applies.
• Assumptions and dependencies. What the provider relies on from the customer, and what happens if those slip.
• Change control. How scope changes are requested, priced and approved.
• Personnel. Named roles or skills.
• Intellectual property. Who owns the deliverables; software and written works are protected by copyright, and moral rights stay with authors, so address assignment, licence and non-assertion.
• Acceptance and warranty. The standard the deliverables must meet and the remedy for non-conformity.
• Governing terms. Confirm liability, confidentiality and dispute terms come from the MSA (or state them if standalone). ## A simple statement of work skeleton you can adapt 1. Reference to the MSA and order of precedence

2. Project overview and objectives
3. Scope and deliverables
4. Service model (ukeoi or jun-inin)
5. Out of scope
6. Milestones and timeline
7. Acceptance criteria and process
8. Fees, payment schedule, consumption tax and invoicing
9. Assumptions and customer dependencies
10. Change control
11. Roles and personnel
12. Intellectual property and moral rights
13. Warranty on deliverables
14. Signatures ## Common mistakes in Japanese statements of work - Not choosing ukeoi or jun-inin. Leaving the model unstated creates uncertainty over whether a result is owed and when fees are due.

• No acceptance criteria. Without objective acceptance tests, sign-off and payment become arguments, especially for a contract for work.
• Ignoring the Subcontract Act. When it applies, late or vague order terms and unfair price cuts can breach it; the 2026 amendment adds the promissory-note ban. Where the provider is an individual, the Freelance Act adds duties.
• Floating free of the MSA. A SOW that does not reference the MSA, or contradicts it without saying so, creates uncertainty about which terms apply.
• Overlooking moral rights. Authors keep moral rights in Japan; address assignment and non-assertion for deliverables.
• No controlling-language clause. For bilingual contracts, state which language governs. ## Keeping your projects under control The hard part of running SOWs is not writing the first one. It is issuing every SOW on consistent terms under the right MSA, tracking milestones and acceptance, spotting a scope or IP clause that drifted, and making sure payment terms respect the subcontracting rules. When this lives in email and shared drives, it is easy to lose the thread. That is the work an AI contract workspace can hold in one place: draft each SOW from your approved template under the right MSA, see per-clause risk flagged against how your company contracts, edit terms in plain language, and keep a live timeline of milestones, versions and obligations. 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 points with local counsel. ## FAQ