Issuing Body: Guozun Cathay Associates Japan Office
Date of Conclusion: 16 August 2026
Key Outcomes: Completed full-dimensional risk prevention and clause optimisation for the trilingual contract (Chinese, Japanese and English), established a dual-jurisdictional compliance assurance system, and the project entered the implementation phase with zero disputes.
This case was jointly handled by the Japan Office of Guozun Cathay Associates and the cross-border intellectual property team of the Beijing Headquarters. Strictly abiding by the copyright laws of China and Japan as well as the Berne Convention for the Protection of Literary and Artistic Works, and relying on Guozun’s years of experience in cross-border IP services and dual-jurisdictional practice qualifications, we provided Chinese cultural and creative clients with a full-chain compliance solution covering contract review, risk investigation and negotiation support.
This case has been included in Guozun’s 2026 Typical Case Library of Cross-Border Intellectual Property. Its case handling model of "dual-jurisdictional cross-verification + trilingual semantic calibration + local consultation support" has been widely applied in scenarios of China-Japan cross-border cultural and creative licensing cooperation.
I. Case Background and Entrustment Process
A practitioner in the domestic cultural and creative industry in China planned to carry out cross-border commercial cooperation with a Japanese illustrator: the Japanese illustrator would license the merchandising and development rights of their original artworks, and the client would develop and manufacture figure models based on the licensed works and distribute them globally. The client had drafted the first version of the cooperation contract in Chinese, Japanese and English independently, and consulted Guozun Cathay Associates on matters including legal risk investigation of the contract, clause optimisation and revision, and cross-border compliance.
In July 2026, the client was connected to the Japan Office through the Beijing Headquarters of Guozun Cathay Associates. Given that the case involved three core difficulties – the application of copyright rules across Chinese and Japanese jurisdictions, validity recognition of multilingual contracts, and definition of cross-border licensing boundaries – the Japan Office activated the China-Japan Intellectual Property Collaborative Case Handling Mechanism on the same day, and set up a dedicated case handling team in conjunction with the Beijing Headquarters (comprising 2 local Japanese IP practicing lawyers and 3 members of the Foreign-Related Intellectual Property Lawyer Talent Pool of the Beijing Lawyers Association), who were fully authorised to conduct the contract review and compliance optimisation work.
II. Full Process of China-Japan Joint Case Handling
This case adopted the standardised collaborative model: the Beijing Headquarters is responsible for constructing the rights system under Chinese law and coordinating commercial demands, while the Japan Office is responsible for local legal compliance and liaising with the Japanese side for implementation. All work stages have formal written records and verifiable deliverables:
1.8 July 2026 – 10 July 2026: Basic Assessment of Dual-Jurisdictional Compliance
Beijing Headquarters: Completed sorting of the client’s commercial objectives, preliminary review and verification of the three draft contract versions, clarified core licensing demands for figure merchandising and development, issued the Preliminary Assessment Report on the Legality of Copyright Licensing Contracts under Chinese Law, and identified missing contract clauses against statutory requirements.
Japan Office: Leveraging the Japanese copyright registration inquiry system and local practice standards, verified the Japanese illustrator’s qualification as a right holder and the copyright ownership status of the works, confirmed the validity requirements of the licensing act under Japanese law, and eliminated preliminary risks including unqualified right subjects and existing encumbrances on the works.
2.11 July 2026 – 18 July 2026: Cross-Verification of Multilingual Contracts and Construction of Risk List
Beijing Headquarters: Conducted item-by-item verification of contract clauses against the Copyright Law and Civil Code of China, systematically sorted out core legal risk points across six dimensions – right ownership, licensing boundaries, remuneration mechanism, right warranty, liability for breach of contract, and dispute resolution – and produced the first draft of the risk list.
Japan Office: Proceeding from Japanese copyright law and commercial contract practices, checked the precision of wording in the Japanese version of the contract, focused on verifying the scope of merchandising rights, the illustrator’s right warranty obligations, and local compliance requirements for cross-border remuneration payment, supplemented jurisdiction-specific risk points under Japanese law. The two sides jointly finalised the six categories of core risks.
3.19 July 2026 – 27 July 2026: Full Clause Revision of the Contract and Issuance of Risk Assessment Report
Beijing Headquarters: Based on Chinese law and international commercial practices, completed full clause revision of the Chinese version of the contract, clearly defined the scope of licensed works, types of rights, exclusive attributes, geographical scope and licensing term, refined profit-sharing calculation, reconciliation rules and breach scenarios, and produced a complete written risk assessment statement.
Japan Office: Simultaneously completed clause calibration of the Japanese version to ensure full semantic consistency between the Japanese text and the core Chinese clauses. It also supplemented compliance clauses required under Japanese law, issued a local legal opinion on the illustrator’s originality warranty and infringement liability allocation, and finalised the revised trilingual contract and the complete risk assessment report.
4.28 July 2026 – 11 August 2026: Cross-Border Consultation Support and Core Dispute Negotiation
Beijing Headquarters: Formulated a negotiation strategy for the client, and provided legal support and concession boundaries from the perspective of Chinese legal provisions and commercial practice, addressing core disputes including licensed geographical scope, calculation basis for sales profit sharing, and upper limit of infringement liability.
Japan Office: Appointed local IP lawyers to participate in online consultations between the two parties, explained the reasonableness of clauses from the perspective of Japanese law, assisted in communicating the Japanese illustrator’s demands and concerns, promoted consensus on core disputes, and balanced the rights and obligations of both parties.
5.12 August 2026 – 16 August 2026: Final Text Calibration and Case Conclusion
Beijing Headquarters: Confirmed the final clauses of the Chinese version, clarified the validity priority of the trilingual texts and rules for interpreting semantic discrepancies, and completed professional wording checks for the English version.
Japan Office: Completed final wording calibration of the Japanese text to ensure alignment with Japanese commercial contract conventions, and assisted both parties in confirming the signing process and validity requirements. On 16 August 2026, the client executed the contract, the case was officially concluded, and the project entered the implementation phase.
III. Key Case Handling Difficulties and Authoritative Solutions
The difficulties encountered in this case represent common issues in China-Japan cross-border IP licensing cooperation. Drawing on dual-jurisdictional professional expertise and extensive practical experience, the Guozun joint team has developed a replicable standardised solution:
1. Risk of Vague Intellectual Property Licensing Boundaries
Professional Basis: Article 26 of the Copyright Law of the People’s Republic of China, Article 27 (Right of Secondary Exploitation) of the Copyright Act of Japan, Article 5 of the Berne Convention
Solution: Adopt a dual-definition model of "right list + excluded matters". Itemise licensed right types (reproduction right, adaptation right, merchandising right, etc.), licensing nature (exclusive/non-exclusive), geographical scope and term, and clarify ownership rules for derivative works, to fundamentally prevent disputes arising from unauthorised use and ownership of subsequent derivative rights.
2. Risk of Validity Conflicts in Multilingual Texts
Professional Basis: Article 467 of the Civil Code of the People’s Republic of China, Article 4 (Interpretation Rules) of the Civil Code of Japan, UNIDROIT Principles of International Commercial Contracts
Solution: Establish a mechanism of "trilingual semantic comparison + validity priority agreement". Conduct side-by-side trilingual semantic checks on all core clauses to eliminate expression differences and ambiguities; explicitly stipulate that the Chinese version is the prevailing text, and agree on interpretation principles and applicable law for semantic discrepancies, to avoid performance disputes and right impairment caused by cross-border misinterpretation.
3. Risk of Inadequate Constraints in Remuneration Payment and Profit-Sharing Mechanism
Professional Basis: Article 26 of the Copyright Law of the People’s Republic of China, Article 30-2 (Right to Remuneration) of the Copyright Act of Japan, International Commercial Practices
Solution: Refine payment milestones, conditions and corresponding delivery vouchers for the licensing guarantee fee; clarify the calculation basis for figure sales profit sharing, reconciliation cycle and the client’s audit rights. Introduce clauses for late payment penalties and punitive damages for concealed sales volume, while aligning with Japan’s cross-border remittance compliance requirements, to safeguard the client’s property rights and interests.
4. Risk of Gaps in Right Warranty and Accountability Mechanism
Professional Basis: Article 577 of the Civil Code of the People’s Republic of China, Article 536 (Warranty Liability for Defects) of the Civil Code of Japan, Article 6 of the Berne Convention
Solution: Agree on the Japanese illustrator’s warranty of work originality and commitment not to infringe third-party IP rights; clarify liability allocation standards, compensation scope and recourse mechanisms in the event of infringement disputes. Set out contract termination rights and loss compensation calculation methods in cases of right defects, to reduce the client’s joint liability and commercial loss risks.
5. Risk of Unclear Agreement on Dispute Jurisdiction and Applicable Law
Professional Basis: Article 272 of the Civil Procedure Law of the People’s Republic of China, Article 4 (Agreed Jurisdiction) of the Code of Civil Procedure of Japan, New York Convention
Solution: Explicitly agree on the contract’s applicable law and dispute resolution pathway. In consideration of cross-border award enforceability, recommend arbitration as the dispute resolution method, specify the arbitration institution and rules, and rely on the New York Convention to ensure enforceability of awards in both China and Japan, addressing the issues of long cross-border enforcement cycles and high costs.
IV. Applicable Authoritative Legal Basis for This Case
(I) Laws of China
1.Article 2 of the Copyright Law of the People’s Republic of China: Works of foreigners or stateless persons shall be protected by this Law in accordance with agreements concluded between the countries to which the authors belong or the countries of their habitual residence and China, or international treaties to which both countries are parties.
2.Article 26 of the Copyright Law of the People’s Republic of China: To use a work of another person, a licensing contract shall be concluded with the copyright owner. A licensing contract shall include the following main contents: (1) Types of licensed rights; (2) Whether the licensed rights are exclusive or non-exclusive; (3) Geographical scope and term of the licence; (4) Remuneration standards and methods; (5) Liability for breach of contract; (6) Other matters deemed necessary by the parties.
3.Article 467 of the Civil Code of the People’s Republic of China: Contracts not explicitly prescribed by this Law or other laws shall apply the provisions of the General Provisions of this Part, and may apply mutatis mutandis the provisions of the most analogous contracts in this Part or other laws.
4.Article 272 of the Civil Procedure Law of the People’s Republic of China: For an action brought against a defendant with no domicile within the territory of the People’s Republic of China in respect of a contract dispute or other dispute over property rights and interests, if the contract is signed or performed within the territory of the People’s Republic of China, or the subject matter of the action is within the territory of the People’s Republic of China, or the defendant has distrainable property within the territory of the People’s Republic of China, or the defendant has a representative office within the territory of the People’s Republic of China, the action may be under the jurisdiction of the people’s court at the place of contract signing, contract performance, location of the subject matter, location of distrainable property, place of tort, or location of the representative office.
(II) Laws of Japan
1.Article 27 of the Copyright Act of Japan: An author shall have the exclusive right to adapt, translate, arrange, transform, or adapt his/her work into a cinematographic work.
2.Article 30-2 of the Copyright Act of Japan: A copyright owner may grant a licence to another person to use his/her work, and the remuneration for such licence shall be agreed upon by the parties.
3.Article 536 of the Civil Code of Japan: If a party cannot achieve the purpose of a contract due to a defect in the subject matter thereof, the other party may rescind the contract; provided, however, that this shall not preclude a claim for damages.
4.Article 4 of the Code of Civil Procedure of Japan: The parties may, by agreement, determine the court with jurisdiction, limited to first-instance civil cases.
(III) International Conventions
1.Article 5 of the Berne Convention for the Protection of Literary and Artistic Works: Authors shall enjoy, in respect of works for which they are protected under this Convention, in countries of the Union other than the country of origin, the rights which their respective laws do now or may hereafter grant to their nationals, as well as the rights specially granted by this Convention.
2.Convention on the Recognition and Enforcement of Foreign Arbitral Awards (New York Convention): Where an arbitration clause is agreed in a cross-border commercial contract, the resulting award shall be recognised and enforced within the scope of member states of the Convention.
V. Authoritative Practical Recommendations Based on Case Experience
Drawing on years of experience of Guozun Japan Office in China-Japan cross-border intellectual property services, the following three authoritative recommendations are put forward for practitioners engaged in China-Japan cultural and creative licensing and cross-border copyright cooperation:
1.Refined licensing clauses: When signing a cross-border copyright licensing contract, it is essential to specify the types, nature, geographical scope and term of licensed rights in a structured list, and avoid vague or general wording. Separate provisions should be made for derivative rights such as merchandising right and adaptation right, with clear rules on ownership and usage restrictions of derivative works.
2.Standardised multilingual contracts: Multilingual contracts shall be drafted concurrently and cross-verified, with explicit agreement on the prevailing text and interpretation rules for semantic discrepancies. It is recommended to entrust dual-jurisdictional professional lawyers to complete text calibration, to avoid performance disputes and right impairment caused by semantic differences.
3.Pre-emptive compliance mechanisms: Agree on core mechanisms including right warranty, remuneration profit sharing and dispute resolution at the outset, and conduct regular reviews of cross-border IP compliance risks. For in-depth cooperation involving the Japanese market, it is advisable to obtain compliance opinions from local Japanese lawyers in advance, and embed risk prevention at the initiation stage of cooperation.