1. The Client's Situation
The client operated a content-based education and media business and was expanding its content through exclusive contracts with external creators. However, the key clauses of the existing contract carried legal risks, raising concerns that, in the event of a future dispute, the client might bear excessive liability or that the contract's effectiveness might not be recognized. In particular, the client requested advice because the clauses on revenue sharing, penalties, recovery of training costs, and attribution of intellectual property rights were excessive or unclear.
2. Your Legal Team's Advice
Your Legal Team reviewed the contract as a whole, centering on key issues such as (1) eliminating the possibility of it being mistaken for an employment relationship, (2) responding to the risk of unfair terms under the Fair Trade Act, (3) adjusting excessive penalty clauses, and (4) clarifying the scope of attribution of intellectual property rights. In particular, we removed the structure in which the creators, despite being freelancers, had substantive subordination, and proposed a clear and reasonable framework for the standards on revenue settlement and recovery of training costs. We reorganized all of the clauses in a direction that systematized the contract to fit the client's internal operating processes while minimizing the possibility of legal disputes.
3. Outcome
On the basis of the new contract from which legal risks had been removed, the client was able to stably resume recruiting exclusive creators, and the contracts were thereafter maintained without disputes. In addition, the recovery of revenue relative to investment in training and content became clear, making it easier to manage business profitability, and internal operations were also organized into a system conforming to legal standards.