Translate a commercial contract into Japanese

How Japanese contract drafting differs

A Japanese contract (契約書) follows conventions that differ from English or French drafting. These are the points you will meet in the translation, or that your Japanese counterparty will expect:

• Naming the parties. Japanese contracts often refer to the parties as 甲 (kō) and 乙 (otsu) where an English contract says 'the Supplier' and 'the Distributor'. Both styles are used; check in the free extract which one appears and whether it suits you.
• Numbering. A clause becomes 第5条, a sub-clause 第2項, a listed item 第3号. Cross-references such as 'pursuant to Clause 5.2' must follow this structure.
• Defined terms. Japanese has no capital letters, so 'the Products' becomes a bracketed term introduced by a formula such as （以下「本製品」という。）. Consistency across the contract depends on that exact form being reused.
• 'Shall' and 'may'. Obligations are expressed with 〜するものとする or 〜しなければならない, permissions with 〜することができる, in a neutral written style. Keigo, the honorific register, belongs in the covering letter rather than in the clauses.
• Plurals. Japanese has a single form: 本製品 covers one product or many. If a clause turns on number ('each Product' versus 'all Products'), the source must say so in words, not just through a plural 's'.

Script, punctuation and layout

Japanese mixes kanji, hiragana and katakana, with no spaces between words and full-width punctuation: 、 for the comma, 。 for the full stop. On a fourteen-page contract this has practical effects:

• Fonts. If the document's font has no Japanese glyphs, the reader's software substitutes another. Japanese contracts are commonly set in a Mincho-style serif font. Check how the file displays on your recipient's machine.
• Length. Japanese usually needs fewer characters than English for the same meaning, but each character is wider. Schedule tables (prices, quantities, delivery dates) change little; justified paragraphs may shift page breaks.
• Dates and amounts. A date is written 2025年4月1日; some documents use the imperial era (令和7年). Yen amounts often appear as 金○○円. Decide which convention you want and check it in the translation.
• Signature block. In Japan a contract is frequently executed by 記名押印: printed name plus the company seal. Leave room under each party; the legal effect of that formality is a matter for your adviser, not the translation.

What Manuce returns, and what it does not do

At Professional level your contract goes to Thémis, Manuce's legal-domain engine; Premium uses the most advanced engine followed by cross-review. Japanese carries a surcharge: a ×1.6 coefficient on the per-word rate, built into the quote calculated on the exact word count as soon as you upload.

• Accepted formats: Word, PDF, PowerPoint, Excel, plain text, Markdown, HTML, RTF, CSV. The file comes back in its original format with the layout intact: a .docx stays a .docx, with its clauses, schedules and signature table.
• One paragraph of the contract is translated free, at the level you choose, before any payment.
• A contract of around 5,000 words is translated in a few minutes, and the file remains available in your client area.

What Manuce does not do:

• No sworn or certified translation. If a court or authority requires a translation certified by a sworn translator, you will need one.
• No scanned PDFs. A signed contract scanned as an image, with no selectable text, cannot be read. Start from the Word file or a PDF exported from it.
• No adaptation to Japanese law. The translation renders your contract as written. It does not add the good-faith consultation clause (誠実協議) common in Japanese contracts, nor a jurisdiction clause, and it does not assess enforceability under Japanese law.

Preparing the contract and checking the result

1. Use the working file. The editable Word document rather than the signed PDF: the text is readable and the layout will return intact.
2. Align defined terms. If the source alternates between 'the Distributor', 'the Reseller' and 'the Partner' for the same party, the Japanese may end up with three different terms. Harmonise them before uploading.
3. Check the Japanese company name. A Japanese company's registered name is written in kanji or katakana with its legal form, such as 株式会社 (kabushiki kaisha), placed before or after the name. Use the exact name from your counterparty's documents rather than a transliteration of its romanised name.
4. Test the extract. Pick a dense clause and check that proper names, references to your governing law ('section 2 of the Sale of Goods Act') and any acronyms you want kept are rendered as expected; repeat the check on the full translation.
5. Have it reviewed before signing by the counterparty or a Japanese-speaking lawyer, starting with liability, termination and jurisdiction clauses.

Bilingual contracts: which version prevails

Contracts with Japanese partners are often signed in two languages. The decisive question is legal rather than linguistic: which version governs if the two diverge. A clause such as 'In the event of any inconsistency between the English and Japanese versions, the English version shall prevail' translates without difficulty, but it must be in the source before translation, and the choice is yours.

If the Japanese text becomes the governing version, review by a Japanese-speaking lawyer is essential: the gap between 〜するものとする (obligation) and 〜することができる (option) is enough to change a clause's effect. Compare time limits closely ('within thirty days' becomes 30日以内, which includes the thirtieth day) as well as liability caps.

If the same contract is also going into Chinese or another language, ordering them together brings the multi-language discount (−20% from two languages).

In practice

1. Upload the contract as a Word file or text-based PDF, not a scan.
2. Choose Professional (Thémis) or Premium and review the instant quote.
3. Read the free extract: party names, defined terms, 第○条 numbering.
4. Pay and download the Japanese contract in its original format.
5. Have the Japanese version reviewed by your counterparty or a Japanese-speaking lawyer before signing.