【Generated AI Utilization SNS Management Service Agreement: Essential】
★A generic/template for SNS management service agreements (corporate or individual) created for SNS management service providers, supporting generated AI usage.
-----------------------------------
Upon the conclusion of the transaction, the contract file contents (zip format) will be available for download.
Double-click the downloaded file to open a Word format document.
Includes annotations and comments. You may customize freely.
-----------------------------------
→Contracting parties are the Client (Party A) and the SNS management service provider (Party B).
★At the end, there is also a prototype of an “individual contract” for specific tasks related to recording and delivering SNS videos and still images.
★Contents are designed to be usable even when the SNS management service provider (Party B) uses generated AI.
★The contract form is a “outcome-based quasi-delegation contract” (成果完成型準委任契約). When delivering a video as an output is expected but flexible responses or mid-course changes are anticipated, using an outcome-based quasi-delegation contract (instead of a contract of service) is particularly effective for the SNS management service provider (Party B).
★It accommodates whether the copyright of produced videos is retained by the SNS management service provider (Party B) or transferred to the Client (Party A).
★Supports both on-demand streaming and live streaming.
→ Examples of on-demand streaming platforms usable include Instagram, X (formerly Twitter), TikTok, YouTube, Niconico, and Facebook.
→ Examples of live streaming platforms usable include Instagram Live, YouTube Live, Niconico Live, Facebook Live, Twitch, X (formerly Twitter) LIVE, TwitCasting, LINE LIVE, SHOWROOM, 17LIVE.
★ clauses illustrating compliance with the “Act on the Regulation of Freelance and Inter-Entrepreneur Transactions” are included as special provisions. (Delete if unnecessary.)
★ Clauses for when the applicable law is the “Act on the Regulation of Freelance and Inter-Entrepreneur Transactions” are included as special provisions. (Delete if unnecessary.)
★ Clauses included in the “Basic Contract for SNS Management Service Outsourcing”
-----------------------------------
Article 1 (Definitions, Contract Form, etc.)
Clause 1: Definitions.
Clause 2: The contract form is explicitly stated to be an “outcome-based quasi-delegation contract.”
→ Even when the output is a video, if flexible responses and mid-course changes are anticipated, using an outcome-based quasi-delegation contract is particularly effective for video producers.
Article 2 (Purpose, Commissioning of Work)
Clause 4: This contract serves as the “basic contract” for individual contracts.
→ An example of an individual contract is appended at the end.
Article 3 (Verification of Work Execution)
In the quasi-delegation contract, verification of work execution follows the standard of due care and diligence (the duty of a prudent manager).
Article 4 (Non-fulfillment Liability – Quasi-delegation)
This is the provision concerning liability for non-fulfillment.
→ The content is aligned with the contract form (outcome-based quasi-delegation).
Article 5 (Consideration, Expenses)
Article 6 (Late Payment Penalty)
Article 7 (Rights Related to Deliverables)
Please note that if the SNS management service provider (Party B) has no creative input into the deliverables, no copyright will arise for the provider.
→ If content is generated from scratch by AI and there is no creative input in prompts to the AI service, copyright is unlikely to be recognized.
Article 8 (Handling of Provided Materials)
Article 9 (Handling of Inputs / Data Limitations)
This governs the handling of “Inputs.”
→ In Article 1, “Inputs” are defined as the text (prompts), video, audio, and other information/data that Party B may input into the AI for performing the Work.
Article 10 (Security/Guarantees Regarding Content)
Article 11 (Guarantees by Party B)
Article 12 (Actions Requiring Prior Consent, etc.)
Article 13 (Subcontracting)
Article 14 (Temporary Interruption of Work)
Article 15 (Prohibition of Transfer of Rights and Obligations)
Article 16 (Confidentiality)
Article 17 (Handling of Personal Information)
Article 18 (Liability for Damages)
Article 19 (Disclaimers for Both Parties)
Article 20 (Effective Period and Mid-Term Termination)
Article 21 (Mid-Term Termination of Individual Contract)
Article 22 (Contract Termination)
Article 23 (Post-Termination Measures)
Article 24 (Exclusion of Organized Crime Groups and Anti-Social Forces)
Article 25 (Matters for Discussion)
Article 26 (Governing Law and Jurisdiction)
【Special Provisions】
Article 27 (Special Provisions: ID and Password)
Article 28 (Safety and Health)
★Articles 28 onward are provisions to comply with the “Act on the Regulation of Freelance and Inter-Entrepreneur Transactions.” Delete if unnecessary.
Article 29 (Policy on Harassment)
Article 30 (Consideration for Childcare, Caregiving, etc.)
Article 31 (Compliance with the Regulation of Freelance and Inter-Entrepreneur Transactions)
★ Provisions applicable when the Act applies.
-----------------------------------
【SNS Management Service Outsourcing Individual Contract】
★ A prototype/sample of an individual contract.
→ This outlines the content of an individual contract to be concluded when the Client (Party A) outsources to the SNS management service provider (Party B) under the Basic Contract (SNS Management Service Outsourcing Basic Contract) the work of recording and delivering videos and still images for SNS.
→ It allows specifying whether the delivery format for videos/still images is on-demand, live, or both.
→ It also accommodates delivering the recorded video/still image files from the contractor to the client.
→ It assumes delivering videos/still images via SNS. The SNS accounts used may be provided by the Client (ordering party), by the Contractor, or by both.
Article 1 (Work Outsourcing)
Clause 1: It stipulates that the Client authorizes the Contractor to record and deliver videos/still images for SNS. The work outsourcing content is organized in a table format. Please add/delete/modify items as needed.
→ Here, the contract for outsourcing includes the following items.
(1) Overview of videos/still images to be recorded and delivered
(2) Schedule for concept design and strategy for videos/still images
(3) Schedule for planning and proposing content to be used in videos/still images
(4) Schedule for recording and delivery
(5) Recording location
(6) Whether to cast actors
(7) Whether there are any performers other than cast
(8) Designation of SNS platforms for live and on-demand delivery (including account designation and delivery period)
(9) Details of equipment (e.g., PCs, internet connections; whether the Client lends to the Contractor or the Contractor owns/controls the items)
(10) Content of data delivery (whether delivered or not, delivery deadline, data format, data processing, delivery method)
(11) Special terms
Article 2 (Usage License)
The Contractor grants the Client permission to use the recorded videos/still images in various ways.
Article 3 (Consideration, Costs)
Article 4 (Trademark/Copyright Display)
Regulations on trademark and copyright display.
Here, how trademark and copyright displays are presented will be decided through discussion.
Also, it is possible to specify the specific content of trademark/copyright displays here.
Article 5 (Effective Period)
Article 6 (Handling Matters Not Specified in Individual Contract)
----------------------------------------
★【WORD Editable】Includes annotations and comments. You can freely customize in Word document format.