[Fashion Law / Seminar Report]
Contract Practices with Overseas Showrooms and Sales/PR Agents: Learning from Trouble Cases - The Necessity and Key Points of Contract Negotiation (1)

On February 19, 2026, Mimura Komatsu Law Office hosted Mikotama Seminar #07, "Contract Practices with Overseas Showrooms and Sales/PR Agents: Learning the Necessity and Key Points of Contract Negotiation from Trouble Cases." The seminar explained the necessity of contract negotiation and specific points based on actual trouble cases.

Attorney Junya Komatsu, who served as the lecturer, handles cases in various fields as a lawyer, including corporate law, intellectual property, and litigation. In 2015, he studied fashion law systematically at Fordham University School of Law in New York. After returning to Japan, he has specialized in legal matters in creative fields such as fashion, jewelry, art, architecture, and design, and currently works with more than 200 brands.

Attorney Shinnosuke Nitta has been involved in a wide range of litigation and negotiation cases since being admitted to the bar, while also cultivating expertise in jewelry, watches, art, and fashion, including obtaining the Gemological Institute of America's Applied Jewelry Professional (GIA-AJP) qualification and the Japan Jewellery Council's Grade 1 Jewelry Coordinator (JJA-JC1) certification. He also serves as a director of the Japan Gemological Association and as a part-time lecturer at Yamawaki College of Art.

This article, based on the seminar content, focuses on contract disputes with overseas showrooms and sales agents, outlining typical patterns and countermeasures.

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The Pitfalls of Exclusivity Clauses – The Risks of Global Exclusivity and Fixed Compensation

In contracts with overseas showrooms and sales/PR agents, the most common problem is often the "exclusivity clause."
In overseas templates, it's common to see a very simple statement like, "XX shall exclusively handle the Services worldwide," written after a list of services.
However, this sentence carries extremely significant meaning. For example,

1. A commission is also incurred for sales within Japan.
2. Sales through the company's own e-commerce site are also included.
3. Existing clients are also eligible for commissions.

This interpretation becomes possible.
Furthermore, many contracts include a fixed monthly salary (around 2,000 to 5,000 euros) but lack a minimum sales requirement. This means that even if no sales are generated, the fixed costs continue to be paid for the entire contract period (3 to 5 years).

in addition,

• Long-term contracts of 3 to 5 years
• Automatic renewal clause
• Cancellation fee for early termination (e.g., equivalent to the previous year's payment)
• Commission continues for one year after contract termination.

It's not uncommon for clauses like these to be included as a set.
As a result, even if you think, "Sales aren't going as well as I hoped," "Relationships have deteriorated," or "I want to sign a contract with another influential agency," the contract becomes a hindrance and prevents you from moving forward.

In the seminar, based on the characteristics of the above template, a detailed explanation was given, including real-world examples, on how to best negotiate regarding exclusivity clauses.

Commission calculation criteria – based on order value or collected amount?

Next in importance is the commission calculation criteria.
Many contracts are based on "order value." This means that 10-15% of the amount ordered at the trade show is paid by the end of the following month.
However, in recent years, there has been a significant increase in inquiries regarding the bankruptcy of select shops and department stores, payment delays, and uncollected payments. Cases are frequently occurring where orders are placed and shipping is completed, but payment cannot be collected, and yet commissions have already been paid and will not be refunded.
Based on the order value,

• Even if payment is not received, there is an obligation to pay the commission.
• In some cases, there may be no refund policy even for returns or cancellations.

This presents a problem.

Actual troubles

• Department store bankruptcy
• Uncollected Accounts Receivable
• They won't cooperate with the collection.
• I can't get the contact information for the person in charge at the select shop.

These types of cases have increased dramatically in recent years.

The seminar provided concrete examples of how to proceed with negotiations, taking into account the current situation described above. From the perspective of showrooms and sales agents, the hurdles to negotiations are somewhat higher, as their mediation work has already ended.
To build a good relationship with the showroom, it's not enough to simply state your wishes; you need to negotiate terms that are mutually beneficial.
The general framework of the negotiations is:

• Adjustment of commission calculation criteria
• Adjust the exception settings
• Adjusting the commission rate to be a win-win situation for both parties.

Such will be considered.
This point is one where realistic negotiations are possible, given the current recovery situation. Therefore, it is important to build trust with showrooms and sales agents while negotiating and setting a realistic compromise.

PR contract tying issue

The third is a contract for outsourcing PR-related services.
It's common to see a clause added to sales contracts stating "We also handle PR," with a fixed monthly fee of 2,000 to 3,000 euros set for PR work.
The problem is,

• A monopoly clause is in place.
• No KPIs
• There are no performance achievement criteria.
• The contract period is often set to be the same as the sales contract period.
• The same penalty clauses as in the sales contract apply.

That's the point.
As a result, companies may be bound for 3 to 5 years by exclusivity clauses, even if the results of their PR efforts remain unclear.
Key points in negotiations will include clarifying the scope of work and performance criteria, and aiming to separate it from the sales contract. Furthermore, since there is little need for an exclusivity clause regarding PR, there is also room for negotiation on this point.

Mindset for overseas contract negotiations

Finally, let's talk about the mindset you should have when negotiating with overseas companies.
Templates for overseas contracts are generally written to be quite favorable to the other party, and they are presented with the assumption that negotiations will take place. In such situations, Japanese brands tend to be hesitant to negotiate the terms, but based on our experience in revising past contracts, it is almost always possible to negotiate the terms.
Legal aspects such as the governing law (which country's laws apply) and jurisdiction (which court will resolve disputes) are often difficult to change, but the terms and conditions...

• Exclusive scope
• Contract period
• Commission rate
• Cancellation conditions

These business conditions can be easily adjusted.
The key is to "negotiate before signing a contract while the relationship is still good." We receive many inquiries from people who want to change the terms after a problem has occurred, but the options are severely limited when problems have arisen in the relationship.
Also, cutting back too much on the conditions can lower the other party's motivation.
Therefore, in practice, it is extremely important to combine a positive incentive design for the client, such as increasing the commission rate beyond what the client proposed when they achieve their sales target, in exchange for them reducing their fixed costs.

Contracts are a strategy, not a defense.

Expanding overseas presents a significant business opportunity. However, flawed contract structures can limit those growth opportunities.
Exclusive contracts, fixed costs, contract value-based contracts, penalties for early termination, and automatic renewal—these are not uncommon clauses. In fact, they are standard. That's precisely why it's essential to understand the structure of the contract and negotiate strategically before signing it.

A contract is not merely a tool for resolving disputes; it is a business strategy in itself. While Mimura Komatsu Law Office receives many consultations after disputes have occurred, we are increasingly seeing more consultations regarding negotiations of terms and conditions before a contract is signed, as well as consultations regarding collaboration schemes. We hope that you will remember lawyers not only as someone to consult when a dispute arises, but also as someone to consult with regarding negotiations of terms and conditions before signing a contract.

In our next report, we will share details of the Q&A session that took place during the second half of the Fashion Law Seminar.

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【2026.3.23】