April 15, 2026
Japan Fair Trade Commission
Request for Public Comments on the Draft IP Transaction Guidelines and the Draft Model Contract
Today, I would like to talk about the public comment process on the draft of the so-called “IP Transaction Guidelines,” which was launched on March 30.
The government as a whole is working on measures to promote price pass-through. However, in order to firmly establish appropriate price pass-through throughout the entire supply chain, some issues still remain to be addressed. One such issue is the practice of obtaining intellectual property rights, know-how, and data from SMEs and other businesses in a weaker position in transactions without compensation or at unreasonably low prices.
For this reason, with a view to improving the trading environment, the Japan Fair Trade Commission (JFTC), the Small and Medium Enterprise Agency, and the Japan Patent Office, acting as the joint secretariat, have convened the Working Group on Fair IP Transactions since August 2025 under the Study Group on Business Transactions, which is examining mainly the appropriate approach to regulating abuse of superior bargaining position. The Working Group has held repeated expert discussions on fair transactions involving intellectual property and know-how.
On Wednesday, March 11, the JFTC published two reports. One was the “Report of the Working Group on Fair IP Transactions,” which summarizes the discussions held by the Working Group on the direction of the proposed guidelines and related matters. The other was the “Fact-Finding Survey on Abuse of Superior Bargaining Position and Other Conduct Involving Intellectual Property Rights, Know-how, and Data,” which reflects the results of a survey conducted mainly by the JFTC.
Based on these reports, the JFTC, jointly with the Small and Medium Enterprise Agency and the Japan Patent Office, prepared the “Guidelines Concerning Abuse of Superior Bargaining Position, etc. for Proper Transactions of Intellectual Property Rights, Know-how, and Data,” referred to as the “IP Transaction Guidelines.” The Guidelines are intended to promote innovation by improving the trading environment for intellectual property rights, know-how, and data. They also set out the JFTC’s views under the Antimonopoly Act, focusing mainly on the unjust acquisition of intellectual property rights, know-how, and data, as well as measures for ensuring proper transactions. On Monday, March 30, the JFTC launched the public comment procedure on the draft Guidelines together with the draft Model Contract attached as an appendix. Comments are currently being accepted through two channels: the e-Gov portal operated by the Digital Agency, and email.
The deadline for submitting comments is Tuesday, April 28. We will accept comments broadly from all relevant parties, then review them carefully and consider any necessary revisions. We hope to publish the final version of the Guidelines around June.
The JFTC, together with the Small and Medium Enterprise Agency and the Japan Patent Office, will continue to improve the trading environment for fair transactions involving intellectual property, know-how, and other related assets.
For further details, please contact the Inter-Enterprise Trade Division.
（Tentative translation）
