[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 (2)

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 addresses specific, practical questions raised during the Q&A session with participants in the latter half of the seminar, focusing on key points for dealing with problems in the field.

The first part isCLICK HERE

Unauthorized use of branded materials and copyright issues

Q: Is it permissible for a showroom to use materials they have created without permission as brand photos or lookbook images for their PR activities? Can this be stopped?

Fashion and jewelry designs are often not protected by copyright, and legally, it can be difficult to completely prevent unauthorized use. Therefore, if a brand wants to control its branding, it is important to clearly define the scope of use for photographs and lookbook images in a contract.
Specifically, its activities include:

• Limit the purpose of use to the scope of business activities.
• Unauthorized use of the brand's content will result in an obligation to remove it.
• The materials will be deleted upon termination of the contract.

It would be desirable to include such clauses.In order to protect the brand name and logo,"Obtain trademarks in each country."This is extremely importantTherefore, please note that prior registration of trademarks is mandatory when entering into contracts with overseas companies.

Trademark dispute risk

Q: When we tried to terminate the contract, we discovered that the showroom had acquired the brand's trademark. Is there any way to stop this?

Trademarks are basically "First come, first served.Because it is registered in that country, if a showroom or agency files the application first, the brand itself may not be able to use the trademark in that country.In fact, there are cases where trademarks are acquired as a form of harassment upon contract termination, or conversely, cases where they are acquired with good intentions.
To avoid these risks,

• Apply for a trademark before expanding overseas.
• The contract prohibits the agent from acquiring trademarks.

These measures are necessary.
Furthermore, some leading overseas select shops have a policy of "not carrying brands that are not trademarked," meaning that the presence or absence of a trademark can directly impact business opportunities.

Showroom handling of competing brands

Q: Is it common for showrooms to carry similar brands (competitor brands) at the same time?

In practice, this is "rather common," and it's difficult to completely eliminate it.
From the showroom's perspective, displaying brands in the same price range and genre together makes it easier to attract buyers. Therefore, negotiating to avoid carrying competing brands is a difficult task.
While it is possible to clearly define "competing brands" in a contract and include exclusion clauses, in reality, it is often difficult to get such clauses accepted unless your brand is exceptionally strong.

Ownership of customer information

Q: Who owns the buyer information (customer list) after the contract ends?

If it's not clearly stated in the contract, disputes are likely to arise because the showroom will claim it's part of their network, while the brand will claim it's a result of their brand.
In recent years, there has been an increase in cases where brands and retailers contract directly, so customer information is often shared naturally. However, there are also cases where agents do not share customer information, so it is important to stipulate the obligation to share information in the contract as needed.

Changes to agent authority and contract terms

Q: At overseas trade shows, do showrooms or agents sometimes unilaterally agree on order terms (payment terms, return terms)?

Such cases can actually occur. In particular, the percentage of the deposit (advance payment) and the payment deadline are important conditions and must be clearly communicated in advance.
As a countermeasure,

• Prepare a standard order sheet for the brand.
• The scope of the agent's authority is defined in the contract.
• Any changes to the contract terms require written approval.

These are some possible methods.

Problems with expense reimbursement claims

Q: I was told that the showroom or agent had advanced me money for transportation and entertainment expenses, and then later I was billed for them. Am I obligated to pay?

If the contract includes clauses regarding expenses, the brand may be obligated to make payments. Especially overseas, it is not uncommon for contracts to include clauses that set a monthly expense limit.
One way to prevent this is,

• Change to a pre-approval system.
• Set monthly or per-project limits.

These measures are effective.

Trouble with jewelry display samples

Q: In the case of jewelry, are there many problems with exhibition loans (sample management)?

Because jewelry samples have a high value, problems are more likely to occur with jewelry than with apparel products.
The main types of problems include the following:

• Sample on display lost
• Sample corruption
• It is unclear who is insured.
• Cases where samples are sold

To prevent these problems, it is important to clearly state the following in the contract:

• Clearly define the scope of responsibility for sample storage.
  The contract should specify the extent of the responsibility for managing the items entrusted to the company.
• Insurance is mandatory.to defineこと.
  While some people may not actually purchase insurance, simply clearly stating the obligation in the contract clarifies who is responsible.
• Establish a standard for the amount of compensation to be paid in case of loss or damage.
  In the case of jewelry, the amount of damage can differ significantly between wholesale prices and retail prices, so clearly stating that the retail price will be used as the basis for calculation can help prevent problems.

Furthermore, it is necessary to clearly state that the purpose of using the samples is "display and photography only" and that sales are prohibited.

Summary

In this Fashion Law Seminar Q&A session, various problems that can actually occur in contracts with overseas showrooms and agents were specifically presented. What we would like you to keep in mind is that many of these problems can be prevented if they are stipulated in the contract beforehand.
Designing commission rates, timing of contract renewals, sample management, use of brand materials, ownership of customer information, expense sharing, agent authority, and trademark management are all important issues in contract practice.
When expanding overseas, business practices and legal systems differ from those in Japan, so if you sign a contract without thoroughly reviewing its contents, significant risks may materialize later. Contracts should not be treated merely as formal documents,It is important to use it as a strategic tool to prevent problems from occurring in the first place.
We hope that the content of this Fashion Law Seminar will be helpful in making your overseas expansion safer and more sustainable.
If you have any questions about the content of this seminar, or any other inquiries, please do not hesitate to contact us.

For requests and inquiries, please contact us.CLICK HERE

【2026.3.23】