What should a Brand Identity and Graphic Design Agreement include under Thai law?

1. Definitions and Interpretation
2. Engagement
3. Design Process
4. Changes and Additional Work
5. Client's Responsibilities
6. Approval and Acceptance
7. Fees and Payment
8. Taxes
9. Ownership of the Designs
10. Moral Rights, Credit and Portfolio
11. Fonts, Stock and Third-Party Materials
12. Trade Marks
13. Use of AI Tools
14. Confidentiality
15. Personal Data
16. Warranties
17. Liability
18. Force Majeure
19. Termination and Cancellation
20. Notices
21. Governing Law and Disputes
22. General

• A design commission 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 Designer pays the duty (Clause 8.3). If additional work is agreed later, duty is due on the additional fees as well. 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 of up to six times the duty are paid.

• A Thai company that pays a designer in Thailand for a hire of work normally withholds 3% and gives a withholding tax certificate (Clause 8.2).
• If the Designer is abroad, or the Client pays from abroad, different withholding rules and double tax treaties may apply. Ask an accountant before the first payment, especially because the Client has agreed to gross up.

• Copyright passes to the Client only when the Fee is paid in full (Clause 9.1). Keep the transfer slip for the balance with the signed Agreement: together they prove the Client's ownership, for example when filing a trade mark or dealing with a printer or platform.- The Designer keeps copyright and the Client holds an exclusive, permanent licence (Clause 9.1). Thai law would otherwise give copyright in a commissioned work to the Client, so the signed Agreement is the Designer's proof of ownership. Keep it safely.
• A transfer or licence of copyright must be in writing and signed by both Parties. Make sure both sign, including every page initial on the Schedules.
• If a studio company is the Designer, the studio should hold written assignments from the individual designers who worked on the project, otherwise it cannot pass full rights to the Client.

• Before approving the final logo, run a trade mark search in each country where the brand will be used. If the search shows a conflict, the Designer adapts the design once for free (Clause 12.2). File the trade mark application in the Client's name as soon as the logo is approved.
• Buy the font licences listed by the Designer in the Client's own name (Clause 11.2). A desktop licence may not cover web, app or video use; check each licence.

• Send comments as one consolidated email per round (Clause 3.4). Comments spread over many messages can be counted as several rounds.
• Review each final design within … Business Days and reject it in writing with reasons, or it is treated as approved (Clause 6.2).
• The Source Files are not included. The Designer keeps them for 2 years; ask for them within that time if you may need to edit the artwork yourself later (Clause 9.4).- The Source Files can be bought for the agreed fee within 2 years after delivery (Clause 9.4).- Check on delivery that the Source Files open correctly and include linked images; report technical defects within 12 months (Clause 16.3).

• The Designer has agreed not to use generative AI to create the designs (Clause 13.1). This protects the Client's ability to claim copyright in the logo.- The Designer may use AI for research and sketches but must disclose it when presenting the Concepts (Clause 13.1). Ask for that disclosure in writing before selecting a Concept. Elements created mainly by an AI tool may not be protected by copyright, which weakens the Client's position against copycats.
• Neither Party should upload the other's confidential material into an AI tool that uses inputs for training (Clause 13.2).

• A company should sign through the director authorised in its latest company affidavit and affix the company seal if the affidavit requires it. For a foreign company, ask for a recent certificate of incorporation and evidence of the signatory's authority.
• Keep the signed PDF, the Brief, every presentation file, the consolidated comment emails, approvals, invoices, transfer slips and withholding tax certificates.

• A Thai court works in Thai. English documents must be filed with a certified Thai translation. Budget for this cost.
• If the other Party has no assets in Thailand, a Thai judgment may be hard to enforce abroad. A deposit before work starts, and delivery of the Final Artwork only after the balance is paid, protect the Designer better than a lawsuit.

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-47F4F5. If you reuse this content, please credit the author and link to the original.