Guidelines on Business Partnership Contracts with Startups Formulated

1. Overview

Based on details of the Report on the Results of the Survey on the Current State of Trade Practices of Startups released in November 2020, the JFTC and METI jointly decided to formulate the guidelines in order to present ideal approaches to contracts concluded between startups and partner businesses. For this purpose, they published draft guidelines on December 23, 2020, and opened a call for public comments from a wide variety of stakeholders, setting a closing day of January 25, 2021.

In response, the JFTC and METI received 21 opinions. They carefully discussed the submitted opinions and other comments and consequently decided to partially amend the draft guidelines, then formulating and publishing a final version, as shown Appendix 1. For the summary of the opinions that the JFTC and METI received and the comments by the JFTC and METI on these opinions, see Appendix 2. For the amended points of the draft guidelines, see Appendix 3.

The JFTC and METI will strive to make businesses and other organizations fully aware of the guidelines, as a reference that will be helpful in avoiding violations of the Antimonopoly Act. Moreover, they anticipate that broad dissemination of the guidelines will not only help businesses improve skills in negotiating and concluding contracts but also encourage both startups and partner businesses to promote open innovation based on their fair and continued partnerships.

2. Related materials

• Appendix 1: Guidelines on Business Partnership Contracts with Startups (in Japanese) (PDF:3,040KB)
• Appendix 2: Summary of opinions submitted on the Draft Guidelines and the comments by the JFTC and METI on these opinions (in Japanese) (PDF:1,908KB)
• Appendix 3: Amended points of the Draft Guidelines (comparison table of the prior and amended sections) (in Japanese) (PDF:2,684KB)

3. Reference

If you wish to examine partnerships between R&D-based startups and business entities, please refer to [i] the Model Contracts Ver.1.0 (new materials and AI), which is a compilation that highlights notable points in advancing negotiations on joint R&D and/or licensing contracts, and [ii] the Guidelines on Business Partnership Contracts with Startups - Basic Approaches to Concluding Open Innovation Contracts-, an appendix to the guidelines that provides an overview of explanatory background information, value and other common factors between the guidelines and the model contracts.

Links to related information

• Japan Patent Office website: Model Contracts Ver.1.0 (editions on new materials and AI) (in Japanese)

Division in Charge

• Innovation and Industry-University Collaboration Division, Industrial Science and Technology Policy and Environment Bureau
• Project Team for Open Innovation Promotion, Japan Patent Office