Explaining the Essential Contract When Requesting the Creation of a VTuber Character

With the recent surge in YouTube’s popularity, more and more people are considering posting videos on YouTube. However, some people may feel uncomfortable appearing in videos themselves.

For such individuals, there is an option to post videos as a VTuber.

In order to operate as a VTuber, you need to prepare a VTuber character, but creating a VTuber character requires specialized skills.

Therefore, it is common to see cases where people commission others to create their VTuber character.

In this article, we will explain what the content of the contract should be when commissioning the creation of a VTuber character, in order to prevent trouble in advance, targeting those who are considering commissioning others to create their VTuber characters.

What is a VTuber?

A VTuber, short for Virtual YouTuber, refers to individuals who engage in YouTuber activities using 2D or 3D characters.

In the case of VTubers, because an avator is featured, it is possible to post videos on YouTube without revealing one’s face, commonly known as “face reveal”.

Furthermore, by customizing the character used, various personalities and characteristics can be expressed.

About the contract signed when commissioning the creation of a VTuber

To operate as a VTuber, you need a character to use as a VTuber.

The character is an important element that affects the number of video views. Also, because the creation of a VTuber character requires specialized skills, there are cases where people commission others for design and modeling.

As a contract, it is common for the results of character modeling and design to be provided, so it is often the case that a business outsourcing contract is concluded.

Therefore, assuming a business outsourcing contract, we will explain what provisions should be set in the contract to prevent trouble in advance.

Provisions Regarding the Scope of Work

If the party who has received a request for VTuber character production (the contractor) cannot understand the content of the request, there may be a discrepancy in understanding between them and the party who made the request (the client), which could potentially lead to trouble later on.

Therefore, it is necessary to establish provisions regarding the scope of work.

Article ● (Scope of Work)
1.     The Contractor shall undertake the work related to the design and modeling of the character (hereinafter referred to as “the Character”) to be used by the Client in VTuber activities (hereinafter referred to as “the Work”).
2.     The Work shall be carried out in accordance with the specifications.

Article ● (Specifications)
1.     When the Contractor creates the specifications for the Work, the Contractor shall request the Client to provide the requirements, and the Client shall promptly provide the requirements in response to the Contractor’s request.
2.     When the Contractor has completed the creation of the specifications, the Client shall inspect whether the contents of the specifications are appropriate as the specifications for the Work, and both the Client and the Contractor shall sign and seal the specifications as proof of confirmation of its appropriateness.
3.     If, as a result of the inspection in the preceding paragraph, the specifications are judged not to be appropriate as the specifications for the Work, the Contractor shall create revised specifications within a mutually agreed deadline, and both the Client and the Contractor shall again carry out the inspection and confirmation procedures of the preceding paragraph.
4.     The specifications shall be finalized upon the signing and sealing by the responsible persons of both the Client and the Contractor.

Clause on Specification Changes

After the conclusion of the contract, changes in the plan or concept may occur, and it is conceivable that there may be a need to change the design or modeling of the character.

Therefore, it is necessary to stipulate a clause regarding specification changes.

Article ● (Specification Changes)
1.     If Party A or Party B needs to change the specifications of the character described in the specification document after its finalization, they shall submit a change proposal to the other party. The change proposal should include the following items:
(1)   Name of the change
(2)   Proposer
(3)   Date of the proposal
(4)   Reason for the change
(5)   Detailed items of the change, including the related specifications
(6)   If the change requires costs, the amount
(7)   Schedule of the change process with a defined review period
2.     If Party A or Party B submits a change proposal to the other party, they shall discuss the approval or disapproval of the change within ●● days from the date of submission.
3.     If, as a result of the discussion in the preceding paragraph, both Party A and Party B approve the change, the responsible persons of both parties shall approve the items listed in the change proposal (if there are changes as a result of the discussion, the items after the change. The same applies hereafter.) and affix their signatures and seals.
4.     The change in specifications is confirmed by the approval of both parties in the preceding paragraph. However, if the change affects this contract, the change in specifications is confirmed when a contract to change this contract is concluded.
5.     If the change in specifications is confirmed under this Article, Party B may request additional payment of the commission from Party A according to the proportion of the work performed by Party B until the change in specifications is confirmed.

Clause on Delivery Date

When starting VTuber activities, as a client, there may be cases where the desired start time is determined.

When the start time is determined, as a client, you cannot start Vtuber activities if the character to be used as a VTuber is not completed by the start time.

Therefore, it is necessary to specify the delivery date.

Article ● (Delivery Date)
The delivery date for the design and modeling of the Character shall be the ● day of the ● month of the year 20●●.

Clause on Acceptance Inspection

When the character is delivered to the client, it is necessary for the client to confirm whether the character has been created according to the specifications.

Therefore, it is necessary to establish a clause regarding the acceptance inspection.

Article ● (Acceptance Inspection)
1.     Party A shall inspect whether the delivered character conforms to the specifications within ● days after receiving the delivery.
2.     If Party A determines that the delivered character passes the inspection mentioned in the previous paragraph, Party A shall sign and seal the inspection approval document and deliver it to Party B. If Party A determines that the delivered character does not pass the inspection, Party A shall promptly deliver a document to Party B specifying the concrete reasons for the failure and request corrections. If Party B acknowledges the reasons for the failure, Party B shall correct it free of charge within the deadline agreed upon by both parties and deliver it to Party A.
3.     Even if the inspection approval document is not delivered, if Party A does not express any objections with specific and reasonable reasons in writing within the inspection period mentioned in paragraph 1, the delivered character shall be deemed to have passed the inspection specified in this article.
4.     The acceptance of the delivered character is completed with the inspection approval specified in this article.

Clause on Contractual Non-Conformity Liability

From April 1, 2020, the revised Civil Code (Japanese Civil Code) was enforced, and the warranty liability was changed to contractual non-conformity liability.

Depending on the case, problems may arise after acceptance, so it is necessary to stipulate a clause on contractual non-conformity liability.

Article ● (Contractual Non-Conformity Liability)
1.     If there is a non-conformity with the content of this contract in the delivered goods that cannot be discovered in the inspection under the previous article, and if Party A discovers this non-conformity within ● months after delivery and notifies Party B, Party A can request Party B for a repair.
2.     Party A can request Party B for a reduction in the price according to the degree of non-conformity instead of the repair request in the previous paragraph.
3.     If the non-conformity of the delivered goods with the content of this contract is due to a cause attributable to Party A, Party A cannot request Party B for repair and reduction in price based on the previous two paragraphs.
4.     The responsibility that Party B bears for the non-conformity of the delivered goods with the content of this contract is limited to what is stipulated in this article.

Provisions on Copyright

The creation of a VTuber character involves matters related to intellectual property rights, including copyright, which is of utmost importance.

If the copyright of the VTuber character is attributed to the contractor, the client may find it difficult to use the VTuber character as intended, which could prevent them from conducting VTuber activities as they wish.

Article ● (Copyright of the Character in Question)
1.     The copyright of the Character created by Party B (including the rights under Articles 27 and 28 of the Japanese Copyright Law) shall belong to Party A, excluding the copyright of works previously owned by Party B or a third party.
2.     Party B shall not exercise the moral rights of the author against Party A or the person designated by Party A.

Article ● (Liability for Intellectual Property Infringement)
1.     If Party B receives a claim of infringement of copyright or patent rights, etc. from a third party regarding the Character created by Party B, Party B shall promptly notify Party A of the fact and content of the claim.
2.     If the claim in the preceding paragraph is due to a cause attributable to Party A, Party A shall bear the amount of damages that Party B is required to pay by such claim, on the condition that Party A has given Party B a substantial opportunity to participate in negotiations or litigation with the third party and has given Party B the authority to make all decisions, and has provided necessary assistance. If the claim in the preceding paragraph is due to a cause attributable to Party B, Party A shall not be liable at all.
3.     If there is a risk that Party A will not be able to use the delivered goods in the future due to the infringement of a third party’s intellectual property rights caused by a cause attributable to Party B, Party B may take measures such as exchanging with other delivered goods that do not infringe rights, changing the part that infringes rights, or acquiring rights for continued use, at Party B’s discretion and expense.

Summary: Consult Lawyers for VTuber Character Creation Contract

Above, we have explained what should be included in the contract when commissioning the production of a VTuber to prevent potential issues.

VTubers have gained attention in recent years, and there may be aspects of the contract that are not fully understood when commissioning the production of a VTuber character.

Therefore, if you are considering commissioning the production of a VTuber character, we hope you will take note of the points introduced in this article.

The wording of the contract is not always the same for every case, and it needs to be stipulated according to the specifics of the case. Therefore, if you are considering commissioning the production of a VTuber character, we recommend consulting with a lawyer who has specialized knowledge.

Introduction to Our Firm’s Measures

Monolith Law Firm is a legal office with high expertise in both IT, particularly the Internet, and law.

In recent times, the need for legal checks, such as portrait rights, copyright, and advertising regulations, has been rapidly increasing among YouTubers and VTubers when operating their channels.

Furthermore, it is essential to thoroughly prepare in advance for issues related to contracts. Please refer to the following article for more details.