contracts

As the name suggests, an entire agreement clause (also sometimes called an integration clause or merger clause) simply states that the signed agreement between the parties is the complete and final agreement.  While this clause is often very simple and introduced toward the end of an agreement, it plays an important role in defining the parties’ rights and responsibilities.  Neglecting to include an entire agreement clause can lead to misunderstandings and unexpected liability at a later date.

International Commerce Terms (or Incoterms as they are often called) are a set of pre-defined commercial terms that are commonly used in international contracts between businesses.  Many of the terms are three letter abbreviations that appear as common clauses in commercial contracts.  Japanese business that rely on import or export of goods will regularly include these standard terms in agreements with foreign buyers or suppliers.

Interest-free loans are allowed under the Japanese Civil Code so parties are free to contract into zero-interest loan agreements as they wish.  However, there are limits on how much interest a lender can charge on a loan.  The Interest Rate Restriction Law provides that the maximum allowed interest rate is 15% annually for amounts of 1 million yen or more.

A Memorandum of Understanding, or MOU as it is commonly called, is a document signed between two or more parties that is intended to memorialize their shared agreement to pursue a certain goal.  MOU vary in formality and can be very similar to formal contracts or simply a casual written summary of an oral agreement.