Key Points to Check in the Contract for Virtual YouTuber (VTuber) Voice Actors

Virtual YouTubers, or VTubers, have recently become rapidly popular. They represent a category of YouTubers. Unlike traditional YouTuber videos, where real people appear, Virtual YouTuber or VTuber videos utilize characters known as avatars, and humans usually don’t appear in them. Virtual YouTuber or VTuber videos become complete when voice actors lend their voices to the characters, making the videos come alive. In some cases, the Virtual YouTuber or VTuber may also serve as the voice actor, but there are instances where the operator of the Virtual YouTuber or VTuber only handles video production and planning, and entrusts the voiceover work to another person. In this context, I will explain the subcontracting agreement for voice actors involved in providing voiceovers for Virtual YouTuber or VTuber videos, particularly when the voiceover is requested by someone other than the VTuber themselves.

What is a Contract for Commissioning Voice-Over Work to Voice Actors in VTuber Videos?

Purpose of the Voice Actor Outsourcing Contract for Virtual YouTubers & VTubers

Producing videos for Virtual YouTubers or VTubers requires multiple steps, including creating characters (avatars), editing videos, and recording voices. A voice actor’s outsourcing contract for Virtual YouTubers or VTubers is a document aimed at entrusting the voice-over part of these processes to voice actors who may not be directly affiliated with the Virtual YouTuber or VTuber. Notably, voice actors for Virtual YouTuber or VTuber videos are not always professionals. Another significant characteristic is that, unlike in traditional animation, the identity of the voice actor often remains undisclosed.

Legal Nature of Business Outsourcing Contracts for Voice Actors

The subcontracting agreement for voice actors in Virtual YouTuber or VTuber videos does not fall under a contract type defined by Japanese Civil Law. Consequently, one must assess the contract’s legal nature substantially by examining the contract itself. Generally, the legal nature of a subcontracting agreement is thought to combine aspects of both quasi-mandate contracts and contracts for work. A quasi-mandate contract is one where the party bears a so-called duty of care in carrying out the contracted tasks but does not assume responsibility for the resulting outcomes. The duty of care refers to the obligation to exercise the level of caution typically required when performing tasks on behalf of others. Therefore, if one interprets a subcontracting agreement with a voice actor as a quasi-mandate contract, the completion of the designated tasks by a specified deadline does not become a condition for payment.

However, the work of a voice actor in Virtual YouTuber or VTuber videos entails following the instructions of the Virtual YouTuber or VTuber to deliver specific voiceovers. Therefore, it is typical that they must complete the work within a set period, meaning that the resulting outcomes are usually required.

As a result, a subcontracting agreement for a voice actor in Virtual YouTuber or VTuber videos is generally interpreted as not only having the characteristics of a quasi-mandate contract but also as a contract for work in which the voice actor guarantees the achievement of specific results as stipulated in the contract.

However, as will be explained later, if the calculation of the payment to the voice actor is based on an hourly wage system, and the delivery of the final product does not necessarily become a condition for payment, there may be room to consider it a quasi-mandate contract. In this case, it would be wise to include a clause stating, “This contract shall be considered a quasi-mandate contract,” to prevent any ambiguity in interpretation.

Important Clauses in Business Outsourcing Contracts for Voice Actors

We will explain the important clauses in the business outsourcing contract for voice actors from Virtual YouTubers or VTubers, providing examples of clause provisions and points for negotiation. In the clause examples, “Party A” refers to the Virtual YouTuber or VTuber, and “Party B” refers to the voice actor.

Clause on Scope of Work

Article X (Scope of Work)
The Party A shall entrust Party B with the task of recording the voice for the character specified by Party A, as detailed in an attachment, in the video produced by Party A (hereinafter referred to as “the Work”). Party B accepts this entrustment.

The provision describing the scope of work is a fundamental clause in an outsourcing contract in Japan. Therefore, it is essential to clearly define the scope of the work that the voice actor will undertake. Specifically, the contract must designate the range of videos in which the voice-over will take place, as well as the names of the characters. Moreover, these specific matters can be stipulated not only in the main body of the contract but also in an attachment to the contract. The clause example above assumes that the specific matters are described in an attachment to the contract.

Furthermore, in cases where the voice actor, as the contracted party, will make ongoing appearances in videos produced by the Virtual YouTuber or VTuber, as the commissioning party, it is also possible to set forth an abstract provision such as “tasks to be determined in separate individual contracts” in the basic outsourcing contract. Then, when an actual case arises, you can define the specific scope of work in the individual contract.

Provisions Regarding Remuneration

Article X (Remuneration)
1. Party A shall pay Party B a remuneration of XX yen (excluding consumption tax) for the services rendered under this agreement, by the end of the month following the month in which the services were completed.
2. All revenues generated by the videos produced by Party A shall belong to Party A.

The first clause of the example provisions stipulates the method of calculating the remuneration paid from Virtual YouTubers/VTubers to voice actors. It is common to set a fixed remuneration per project or on a monthly basis for the remuneration to voice actors from Virtual YouTubers/VTubers. Although it is possible to calculate the remuneration by multiplying the hourly rate by the time spent on the task, it is important to note that no employment relationship arises as long as the contract is concluded as a contract for work. Therefore, Virtual YouTubers/VTubers cannot give more instructions or supervision to voice actors than stipulated in the contract, such as specifying the number of hours required for the task.

Also, if the remuneration is calculated on an hourly basis, it will be necessary for the voice actor to record the time spent on voice recording. Therefore, adopting an hourly rate system is realistically limited to cases where the client can be present during the recording. As for the advertising revenue obtained from the distribution of Virtual YouTuber/VTuber videos, it will be acquired by the Virtual YouTuber/VTuber. This is natural since the main body of video distribution is the Virtual YouTuber/VTuber, but it can be useful to stipulate as in the second clause of the example provisions to prevent any trouble with the voice actor.

Clause on Rights Attribution

1. All intellectual property rights arising in relation to the character shall belong to Party A.
2. All intellectual property rights (including copyrights and neighboring rights, and in the case of copyrights, including the rights under Articles 27 and 28 of the Japanese Copyright Law) arising in the course of this business shall belong to Party A, or shall be transferred to Party A from Party B for free. Party B shall not exercise any moral rights in relation to all copyrighted works transferred to Party A for free.

In the realm of intellectual property rights pertaining to characters, copyright stands out as particularly significant. To receive protection under Japanese Copyright Law, the work must result from an original creative act where individuality is expressed. In the case of video production, the planning, scenario creation, and overall structure usually originate from Virtual YouTubers or VTubers. Therefore, generally, copyrights related to the character inherently belong to the Virtual YouTuber or VTuber. The first clause of the contractual example establishes this point.

On the other hand, while the voice recording of the voice actor is not necessarily excluded from being the subject of copyright (strictly speaking, neighboring rights), it is usually not considered a creative act as it is simply following the scenario created by the Virtual YouTuber/VTuber or the instructions of the Virtual YouTuber/VTuber. Therefore, it can be said that the voice actor does not generate copyright. Conversely, if the voice actor also creates the scenario, it can be considered a creative act, and the voice recording may be subject to copyright. For Virtual YouTubers/VTubers, owning the intellectual property rights related to the character is the lifeline of video production. If there is a dispute with a third party over intellectual property rights, they may have to delete already published videos or be claimed for damages.

Therefore, whether the voice recording of the voice actor generates copyright is case-by-case, but it is advisable to include a clause like the second clause of the example above, which allows the Virtual YouTuber/VTuber to receive the copyright from the voice actor for free, assuming that the voice actor generates copyright.

Clause on Non-Competition Obligation

The Party B shall not engage in activities as a voice actor for any other virtual YouTuber characters other than the one specified in this contract during the term of this contract, without the prior written consent of Party A. From the perspective of a virtual YouTuber or VTuber, there is a risk of confusion among viewers if the voice actor who appeared in their video takes on the role of a voice actor for a competing virtual YouTuber or VTuber character. Furthermore, in the case of virtual YouTubers or VTubers, there may be fans attached to the voice of the voice actor itself, so it is generally not desirable for a voice actor to appear in other virtual YouTuber or VTuber videos. Therefore, a non-competition obligation like the example clause may be established.

However, there is a question of whether the voice actor will accept the non-competition obligation. For example, if the contractor is not a professional voice actor and is merely accepting requests as a hobby, they may readily accept the obligation. However, if they are a professional voice actor, restricting their appearances in other videos could potentially disrupt their livelihood. Therefore, in the latter case, in order to get the voice actor to accept the non-competition obligation, it may be necessary to consider offering a substantial amount of compensation.

Clause on Confidentiality Obligations

The Party B shall not disclose or leak to any third party the fact that they are in charge of this project or the existence of this contract without the prior written consent of Party A.

As mentioned earlier, it is common in Virtual YouTuber/VTuber videos to keep the identity of the voice actor confidential. This is fundamentally different from the practice in anime and other media where the voice actors are usually disclosed. The reason for not disclosing the voice actor in Virtual YouTuber/VTuber is because the character is assumed to be acting as a living human being. In other words, it is assumed that the character itself is releasing the Virtual YouTuber/VTuber videos, and sometimes even running their own social media. In order to make this fiction seem real, it is necessary to keep the so-called “person inside” who is involved in character creation confidential.

Therefore, it is necessary to impose an obligation on the voice actor to keep confidential the fact that they are in charge of voicing the video in the outsourcing contract. The clause example is a clause to impose such a confidentiality obligation on the voice actor. In relation to the confidentiality obligation, it may also be necessary to prohibit the voice actor from running social media using the character or using the character for their own business activities. These can be categorized as part of the confidentiality obligation legally, but it is safer to clearly define them as prohibitions. In this case, the following clauses are defined as prohibitions.

Party B shall comply with the following items in the performance of this project:
(1) Not to engage in business activities related to this character without the prior permission of Party A
(2) Not to use this character without the prior permission of Party A

Summary: Consult Lawyers to Check in the Outsourcing Contract with Virtual YouTuber (VTuber) Voice Actors

Virtual YouTubers, or VTubers, have recently become a rapidly growing trend, and it’s fair to say that the legal aspects of this genre are not yet fully recognized. For example, there are unique practices differing from traditional videos and animations, such as keeping the identity of the “inner person” like voice actors confidential. Therefore, if you have legal concerns regarding Virtual YouTubers or VTubers, we recommend consulting a lawyer who specializes in Virtual YouTuber or VTuber matters in Japan.