Independent Contractor Agreement
Engage a freelancer or sole proprietor for project work outside the employee headcount. Defines scope, fees, IP, confidentiality, and avoids disguised employment.
The eight Japanese hiring-and-onboarding documents that sit alongside, or instead of, the main labor contract. Non-employment work relationships (業務委託, 派遣) and at-hire pledges (NDA, 入社誓約書, 身元保証書, APPI consent, non-compete, IP assignment), all bilingual and PDF-exportable.
Each template generates a Japanese agreement for one specific use case. Fill in the conditions, preview in Japanese or English, edit any clause inline, then export to PDF.
Engage a freelancer or sole proprietor for project work outside the employee headcount. Defines scope, fees, IP, confidentiality, and avoids disguised employment.
Receive workers from a licensed dispatch agency (派遣元) for temporary roles. Covers scope, period, supervision, and equal-pay rules between dispatched and direct hires.
Bind employees, contractors, or partners to keep confidential information confidential. Defines scope, duration, exceptions, and remedies under Japanese law.
One-sided pledge signed by a new hire committing to follow work rules, maintain confidentiality, return company property, and observe baseline conduct standards.
Signed by a guarantor (parent, relative) of a new hire, committing to compensate the employer for damages from the employee's misconduct. Subject to statutory limits.
Employee consent for collection, use, and management of personal information under the Act on the Protection of Personal Information (APPI). Required for non-employment uses.
Restrict an employee from competing during and after employment. Subject to strict reasonableness review on scope, duration, and consideration.
Transfer patents, copyrights, designs, and trade secrets created in the course of work to the employer. Aligns with Patent Act Article 35 and Copyright Act Article 15.
These documents do different jobs. Two cover non-employment work relationships, four are signed at hire alongside the employment contract, and two restrict the employee's behavior during and after the relationship.
| Category | Document | Japanese | Primary purpose |
|---|---|---|---|
| Work relationship | Independent Contractor Agreement | 業務委託契約書 | Engage non-employee for project work |
| Worker Dispatch Contract | 派遣契約書 | Receive workers from a licensed dispatch agency | |
| Onboarding pledge | Non-Disclosure Agreement | 秘密保持契約書 | Protect confidential information |
| Pledge Upon Joining | 入社誓約書 | Acknowledge work rules and conduct | |
| Letter of Personal Guarantee | 身元保証書 | Guarantor commitment for damages | |
| Personal Information Consent | 個人情報取扱同意書 | APPI consent for data handling | |
| Restrictive covenant | Non-Compete Agreement | 競業避止義務契約書 | Restrict competitive activity |
| IP Assignment Agreement | 知的財産権譲渡契約書 | Transfer ownership of created IP |
The right document depends on the relationship you are setting up. Most SMBs need a combination of these for any new hire, especially for senior or specialized roles.
Use the Independent Contractor Agreement (業務委託契約書) when engaging a freelancer or sole proprietor directly. Use the Worker Dispatch Contract (派遣契約書) when receiving workers from a licensed dispatch agency. The two are not interchangeable: dispatch involves direct supervision by the receiving company; contracting does not. Crossing the line creates illegal disguised contracting (偽装請負).
Most new employees sign at least three of these on day one: NDA (秘密保持契約書), Pledge Upon Joining (入社誓約書), and APPI consent (個人情報取扱同意書). The Letter of Personal Guarantee (身元保証書) is added in roles handling cash, customer accounts, or sensitive assets.
Add the Non-Compete Agreement (競業避止義務契約書) for senior roles with significant trade-secret or customer-relationship access, and the IP Assignment Agreement (知的財産権譲渡契約書) for any role where the employee will create patents, designs, or other formal IP. The IP assignment is especially critical because Japanese law treats patents differently from copyright: patents require explicit assignment with reasonable benefit to the inventor.
Reusing the same boilerplate clause across all eight documents. Each addresses a different legal concern with a different reasonableness standard. A single overbroad pledge that attempts to cover NDA, non-compete, and IP assignment in one breath usually gets narrowed or struck down on each ground separately. Use focused, fit-for-purpose documents.
Three statutory changes in the last few years have meaningfully affected the drafting of these documents:
If your existing internal templates predate these changes, they likely have validity gaps that can be exploited in disputes.
Every template in this hub is built on the following primary Japanese government sources. Each link opens the issuing authority's own page so you can verify the underlying rule.
Both move work to a non-employee, but the legal mechanism differs. 業務委託 (independent contractor) is a direct contract between your company and the individual; you do not supervise their day-to-day work. 派遣 (worker dispatch) requires a licensed dispatch agency that employs the worker and sends them to work under your supervision. If you supervise a 業務委託 worker as if they were an employee, that is illegal disguised dispatch (偽装請負) and carries penalties for both parties.
They can be, and for higher-stakes engagements they should be. Each addresses a different concern: NDA prevents misuse of confidential information, IP assignment transfers ownership of created IP, non-compete restricts where the person can work after leaving. Bundling them into a single document is convenient for routine SMB hires; separating them gives more flexibility for senior or high-IP engagements.
Yes in traditional SMBs and roles handling cash or sensitive assets, much less so in IT and modern services. Since the 2020 Civil Code amendment, the personal guarantee must include a written maximum liability cap (極度額) to be valid. The Personal Guarantee Act caps the term at 5 years (3 years if unspecified) and requires employer notice on increased risk.
APPI consent is required for personal-information uses that go beyond what is reasonably necessary for the employment relationship itself. Basic info collection for payroll and social insurance does not need separate consent. Consent is required for marketing use, group-company sharing, third-party transfer, and cross-border transfer. Sensitive data (health, race, criminal history) requires explicit and separate consent.
Yes, when reasonable. Japanese courts apply a five-factor test: legitimate employer interest, employee’s position and access, geographic and temporal scope, compensation paid for the restriction, and broader public interest. Six months to two years post-employment with explicit compensation is the practical range. Beyond two years, enforceability becomes very difficult.
Copyright in works made in employment vests automatically in the employer (Copyright Act Article 15); no separate assignment is needed. Patents work differently: under Patent Act Article 35, the right belongs initially to the inventor (employee). The company can claim it from the start via properly-drafted work rules, but must provide reasonable benefit (相当の利益) to the inventor. The IP assignment agreement formalizes this.
The legally binding version should be Japanese. For foreign-language signers it is best practice to issue both: Japanese as the controlling document, English translation provided for understanding. Each template lets you toggle the preview between Japanese and English.
Yes. The APPI consent template reflects the 2022 amendment that expanded employee rights and tightened breach-reporting obligations. The personal guarantee template includes the mandatory 極度額 (maximum liability cap) introduced by the 2020 Civil Code amendment. Each template incorporates the post-amendment phrasing required for validity.
Japanese hiring paperwork is rarely a single document. The right setup is usually three to five documents working together: the labor contract for the core relationship, plus the relevant subset of the eight templates in this hub. Pick what fits the role, fill in the standard fields, and review high-stakes cases (executives, IP-heavy roles, dispatch arrangements) with a qualified labor lawyer (弁護士) before issuing. If you need help designing the operational stack behind a hire, contract, payroll, benefits, and onboarding, you can book a free strategy call.
Need help applying this?
We help foreign and domestic companies hire in Japan. Talk to us about contract structure, contractor versus employee classification, and the operational setup behind every onboarding.