Travel Guide/Tour Conductor_Basic Contract for Outsourcing + Individual Contract

[Travel Guide/Tour Conductor - Basic Contract + Individual Contract]

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★This is a contract template for travel agencies and other organizations to continuously outsource tour conductor duties to external individual business owners (freelancers).
→ Freelance tour conductors who are self-employed and contracted to work accompany clients on their trips and provide support. These tour conductors are also called professional tour conductors.

→When accompanying a tour on an organized trip (package tour, etc.), the person in charge must be qualified as a "Itinerary Manager." There are two types of itinerary managers: a "Domestic Itinerary Manager" who can only accompany a tour within Japan, and a "General Itinerary Manager" who can accompany a tour both domestically and overseas.

[Contract for business outsourcing, employment contract]
*This contract is for an external professional (tour conductor/tour guide) to work for you as an independent contractor, not as an employee. (This is a contract of service, not an employment contract.)

Note: If the working hours are long and the contract is exclusive, it may be considered to be employment. If it is an employment contract, an employment contract must be prepared in accordance with the Labor Standards Act.

[Basic contract, individual contract]
★This is a set of a "basic contract" and an "individual contract."

→The "basic contract for business outsourcing" defines the work to be provided on an ongoing basis and sets out the basic conditions/remuneration for that work.
On the other hand, by making it possible to use "individual contracts," when the content of the contract becomes temporarily special/complex or the workload becomes large, the work can be outsourced/contracted separately and individual remuneration can be set in addition to the basic remuneration.

★Reference (Our office website)
Regarding contracts with sole proprietors: "How to make a contract with an individual a legal business contract"
http://keiyaku.info/ukeoi03.html
Inbound: Drafting medical tourism contracts
https://keiyaku.info/tourism_medical01.html
Inbound: Health and wellness tourism contract drafting
https://keiyaku.info/tourism_health01.html

★ Clauses included in the "Travel Guide/Tour Conductor - Basic Contract + Individual Contract"
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Article 1 (Purpose)
This contract stipulates the purpose of the contract. For example, in this case, Party A intends to continuously entrust Party B with tour conductor services in order to develop its own business.

Article 2 (Contents of the commissioned work)
Clause 1: "The business in question" is defined as "the work of accompanying customers on trips and providing support as a tour guide," and Party A will continuously entrust Party B with the business in question.

Section 2: The specific details, schedule, remuneration, cost burden, and other necessary matters regarding this work (work as a tour conductor) will be determined in an individual contract based on this contract.
→A sample individual contract (see end) is attached.

★In the case of ongoing business outsourcing contracts, it is useful to conclude a "basic contract" for the convenience of administrative procedures, and the basic conditions that are applicable to general clauses and other individual contracts should be stipulated in the basic contract.
→This contract is the "basic contract" for individual contracts.
→ Individual contracts will specify specific individual matters.

*It also states that "In the event that the individual contract contains provisions that differ from this Agreement, the individual contract shall, in principle, take precedence over this Agreement."
→Of course, it is possible to stipulate that "this contract takes precedence," but since it is more flexible to set out provisions in individual contracts that are tailored to the actual circumstances of each business, it is common to give priority to individual contracts, as in this proposal.

Section 3: It stipulates that individual contracts may be concluded not only in writing but also by electronic means such as LINE or email.

Clause 4: Party B shall, at Party A's request, compile a report on the status of the work and submit said report to Party A.

Article 3 (complete agreement)
It has been confirmed that if there are any agreements between Party A and Party B made prior to this Agreement that "contradict" the contents of this Basic Agreement, the contents of this Agreement shall take precedence.
→ Even if an employment contract or a contract for services has previously been concluded between Party A and Party B, this contract will take precedence as a general rule.

Article 4 (Qualifications, Duty of Care)
Clause 1: This provision stipulates that the tourist guide/interpreter contractor (Party B) must be qualified as a tour planner (domestic tour planner or general tour planner) as a condition for entering into this contract.
→Please change the "Domestic Itinerary Manager/General Itinerary Manager" to "Domestic Itinerary Manager" or "General Itinerary Manager" depending on the job content.

Paragraph 2: Generally, the performance of entrusted business is considered sufficient if it is performed with the care of a prudent manager (the so-called duty of care), just as in the handling of delegated affairs. "Duty of care" refers to the degree of care generally required in a person's occupation or social position.

Article 5 (Service fees, expenses, and payment methods)
Clause 1: Remuneration and expenses for the work will be determined in an individual contract.

Section 2: Calculation and payment of remuneration and expenses shall be made by the specified due date of the following month, with the closing date being the last day of each month.
The payment method will be by bank transfer to the bank account specified by Party B, and Party A will be responsible for any bank transfer fees.
In addition, Party A will submit a "Notice of Payment" to Party B.

★The following other examples are also provided.
→ If you want Party B to issue monthly invoices → If the payment method is to be cash payment each time

Article 6 (Responsibility for business execution, attendance at meetings)

Article 7 (Compensation for damages, exemption from force majeure)
Section 1: Provisions regarding compensation for damages.
The red text limits the scope of compensation for damages. (Please leave or delete all or part of it as necessary.)

[Scope of damages: Civil Code provisions]
If the scope of damages stipulated in the following article (Article 416 of the Civil Code) is excessive, the scope of liability for damages will be limited by contract.
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Civil Code Article 416 (Scope of damages)
1. The purpose of a claim for damages for breach of obligation is to obtain compensation for the damages that would normally arise from such breach.
2. Even if damage has arisen due to special circumstances, the creditor may claim compensation if the parties foresaw or could have foreseen those circumstances.
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Section 2: Provisions regarding exemption from liability for force majeure.

Article 8 (Confidentiality)
Article 1: This stipulates Party B's obligation to maintain confidentiality towards Party A.
Section 2: Provides that certain information that must be excluded from confidential information is not included in confidential information.

Article 9 (Protection of personal information, customer information)
Clause 1: Because Party B handles personal information of Party A's staff, customers, and business partners, this clause sets out careful provisions regarding the protection of personal information.
Section 2: Regulations regarding the handling of customer information.

Article 10 (Prohibition of Transfer of Rights and Obligations)
This provision prohibits the assignment of rights and obligations arising from this Agreement.
Under the Civil Code, the creditor is generally free to assign his/her claim (Article 466, Paragraph 1 of the Civil Code), but it is possible to make the claim non-transferable by adding a special clause prohibiting assignment (Article 466, Paragraph 2 of the Civil Code).

Article 11 (Validity Period)
* "From XX/XX/XX to XX/XX/XX" can also be written as "From the date of execution of this contract to XX/XX/Heisei" or "For one year from the date of execution of this contract."

*Please determine the validity period according to the actual situation.

*If you do not want the validity period to be automatically renewed, please delete the following: "However, if neither party expresses their objection at least three months prior to the expiration of the term, this contract will be automatically renewed for another full year, and the same shall apply thereafter." (Note that even if you delete this, you are free to enter into a new contract.)

Paragraphs 2 and 3 are provisions regarding cases in which early termination is permitted.
→ The notice period set at 30 days or more in paragraph 2 is in line with the notice period required when giving notice of dismissal when dismissing an employee.
→It states that "By going through this procedure, Party B will be exempt from claims for damages from Party B regarding the termination of this Agreement." However, conversely, this means that if this procedure is not followed (if the Agreement is terminated without giving a reasonable period of advance notice), Party B will not be exempt from claims for damages from the other party.

Article 12 (Termination of Contract)
This provision stipulates the right to terminate this contract and also provides for the careful provision of claims for damages.
Under the Civil Code, if the other party fails to fulfill its contractual obligations, a right of termination arises (statutory right of termination, Civil Code Articles 541 and 543).
In addition to the statutory right of termination, this provision also provides that grounds for termination may be added by agreement (items 1 to 13) and that termination may be made without notice.

Article 13 (Exclusion of anti-social forces)

Article 14 (Discussion matters)

Article 15 (Governing Law and Jurisdiction)
The part "district court or summary court with jurisdiction over the location of Party A's head office" can also be changed to "district court or summary court with jurisdiction over Party B's place of residence" or "Tokyo District Court or Tokyo Summary Court."

Article 16 (Agenda matters)

Article 17 (Governing Law and Jurisdiction)
It is also possible to change "Tokyo District Court or Tokyo Summary Court" to "the district court or summary court with jurisdiction over the location of Party A's head office" or "the district court or summary court with jurisdiction over Party B's address."

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[Individual tour conductor contract]
★This is a sample of an individual contract.
→In addition, Article 2, Section 3 of the Basic Agreement stipulates that "Individual contracts may be concluded not only in writing but also by electronic means such as LINE or email." (We would appreciate it if you could adjust this to suit your business type.)

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Article 1 (Contents of the commissioned work)

Article 2 (Remuneration)
When outsourcing work to a sole proprietor, it is best to set the unit price for calculating compensation based on the work content and deliverables being outsourced, so as not to consider it an employment contract.
(It is best not to base the number of hours worked on hourly or daily wages.)

★We also provide an example of determining the amount of compensation based on the number of customers.

Article 3 (Costs)
This is a provision regarding the expenses that Party A will pay to Party B.

Article 4 (Handling of matters not stipulated in the individual contract)
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* Includes annotations and comments. WORD file format, so you can customize it however you like.

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