What should an AI Model Evaluation Services Agreement include under Thai law?

1. Definitions and Interpretation
2. Engagement and Independence
3. Evaluation Plan
4. Access, Authorisation and Test Environment
5. Rules of Engagement
6. Findings and Critical Findings
7. Report
8. Limits of the Evaluation
9. Use of the Report and the Evaluator's Name
10. Test Suites and Intellectual Property
11. Confidentiality and Vulnerabilities
12. Personal Data
13. Fees and Payment
14. Liability
15. Termination
16. Notices
17. Governing Law and Disputes
18. General

• An evaluation for a fee that ends in a report is a hire of work (Instrument 4 of the Stamp Duty Schedule). Duty is 1 THB for every 1,000 THB or part of 1,000 THB of the fee. On the fee you entered, the duty on the original is the amount the system calculates from the figures entered, and each counterpart carries the amount the system calculates from the figures entered.Because the fee is in …, convert it to Thai Baht at the exchange rate on the date of signing and calculate the duty on the Baht amount. Each counterpart carries 5 THB, or 1 THB if the duty on the original is 5 THB or less.
• The Evaluator pays the duty (Clause 13.4). If the Agreement is signed electronically, pay through the Revenue Department's e-Stamp Duty system within 15 days after signing. An unstamped agreement cannot be used as evidence in a Thai civil court until the duty and a surcharge are paid.

• A Thai company paying an Evaluator in Thailand for this work normally withholds 3% and issues a withholding tax certificate (Clause 13.4).
• If the Evaluator is abroad, different withholding rules may apply, a double tax treaty may reduce the rate, and a Thai Client may have to self-assess Thai VAT on the fee. Ask an accountant before the first payment, especially because the Client has agreed to gross up.

• Testing a computer system without the owner's permission can be a criminal offence in Thailand. Make sure Schedule 1 lists every system, account and connected tool that may be tested, and give the Evaluator the names of its authorised testers in writing (Clause 4.2).
• If the AI System runs on a model or cloud service of another company, read that provider's terms on security testing and red-teaming, and obtain written permission where the terms require it. The Client gives this warranty and bears the risk if it is wrong (Clause 4.3 and Clause 14.1).
• Testing takes place in the live environment. Create separate test accounts, agree the time windows in writing, and keep a named person on call throughout each window (Clause 5.3). Tell your customer-service team so that unusual activity is not mistaken for an attack.- Make sure the test environment runs the same model, instructions and guardrails as the version you intend to release; otherwise the results describe a different system (Clause 4.1).
• Name an emergency contact who can suspend testing at any time (Clause 5.4).

• A Critical Finding is reported within … hours (Clause 6.2). Decide quickly whether to contain it, for example by switching off a tool or tightening access, and ask for the free re-test while the Testing Period is still running (Clause 6.3).
• Red-teaming produces harmful test content by design. It is kept by the Evaluator under strict access rules and deleted at the end (Clause 5.2). Do not circulate examples from the Report more widely than needed.
• Keep real personal data out of the test environment. If a test genuinely needs real data, sign a separate data processing agreement first (Clause 12.2).

• The Report describes the version you tested, on the tests that were run. A later model update or prompt change may change the results, so re-test after significant changes (Clause 8.1).
• The Report is not a certificate. Do not describe the system as "certified", "approved" or "passed" by the Evaluator in marketing (Clause 8.2 and Clause 9.2). If you share the Report with customers or investors, share it complete and unaltered, or share extracts that state its date, version and limits (Clause 9.1).
• If an investor, buyer or regulator wants to rely on the Report, ask the Evaluator for a separate reliance letter (Clause 9.3).
• Findings about a third-party model may affect other users of that model. Plan to fix or mitigate them, because after 90 days you may not unreasonably refuse the Evaluator's request to tell the provider (Clause 11.3).

• A company should sign through the director authorised in its latest company affidavit and affix the company seal if required. For a foreign Evaluator, ask for a recent certificate of incorporation and evidence of the signatory's authority.
• Keep the signed Agreement, Schedules 1 and 2, the approved Evaluation Plan, the list of authorised testers, the provider's permission (if any), the Critical Finding notices, the final Report, invoices and the deletion confirmation.

• A Thai court works in Thai. English documents, including the Report and technical evidence, must be filed with a certified Thai translation.
• If the other Party has no assets in Thailand, a Thai judgment may be hard to enforce abroad. An advance payment with the balance on delivery of the final Report keeps the amount at risk small for both Parties.

Compiled from the notes that accompany the English contract templates on this site, published by Phuwara Krobtaku (ภูวรา ครอบตะคุ), Thai attorney-at-law, licence no. 477/2558. The short answer and summary at the top of this page are put together by the site from the template's clause headings and notes. Statutes are quoted only in the official Thai text: Thai is the only official language of Thai legislation, and an unofficial translation can mislead. Article registry OKC-93012F. If you reuse this content, please credit the author and link to the original.