What should a Co-Marketing Agreement include under Thai law?

1. Definitions and Interpretation
2. The Campaign and Each Brand's Tasks
3. Approvals and Brand Control
4. Joint Budget
5. Use of Each Other's Marks
6. Campaign Materials
7. Advertising Standards and Promotions
8. Customer Data
9. Fair Competition and Confidentiality
10. Relationship of the Brands
11. Term and Termination
12. Liability
13. Notices, Governing Law, Disputes and General

• A co-marketing agreement under which each Brand does its own work and the Brands only share costs is generally not one of the instruments listed in the Stamp Duty Schedule, so no stamp duty is normally payable on it.
• If one Brand is paid by the other to perform work, for example to produce all the videos for a fee, that part may be a hire of work that attracts stamp duty of 1 THB for every 1,000 THB of the fee. Ask your accountant if the plan in Schedule 1 includes such payments.

• Agree with your accountants how shared costs will be invoiced before the Campaign starts (Clause 4.6). The Budget Holder recharges the other Brand's share at cost (Clause 4.4); that recharge may need a tax invoice and may be subject to VAT or withholding tax depending on how it is characterised. Because each Brand pays its own suppliers (Clause 4.2), each Brand deals with the VAT and withholding tax on its own supplier invoices.
• Prizes in a lucky draw or contest are generally subject to withholding tax that the organiser must deduct and remit. The organiser named in Clause 7.3 should also check whether the promotion needs a permit before it is announced.

• Write every task, deadline, in-kind contribution and shared cost in Schedule 1. A cost that both campaign managers have not approved in writing is borne by the Brand that committed it (Clause 4.3).
• Exchange brand guidelines and approve every piece of material that shows your logo; silence is not approval (Clause 3.1).
• The permission to use each other's logos covers campaign materials only (Clause 5.1). A co-branded product or packaging with both logos needs a separate trademark licence, and a licence of a registered Thai trademark must be registered with the Department of Intellectual Property to be valid.
• Build the joint form so that it names both Brands, links to each Brand's privacy notice, and has a separate, unticked consent box for each Brand (Clause 8.1). Transfer only the data of participants who agreed to hear from the other Brand, with their consent records.- Do not share participants' names, phone numbers or emails with the other Brand. Share only total figures such as entries, clicks and sales (Clause 8.1).

• Keep separate bank accounts, separate sales and separate customer contracts. Do not collect money from customers into one account or split profits; that can make the Brands a partnership in which each is liable for the other's debts without limit (Clause 10).
• If the Brands sell competing or overlapping products, do not discuss or agree on prices, discounts, costs or which customers each will serve (Clause 9.1).

• Remove the other Brand's logo from your ads, website and pinned posts within … days after the Campaign ends (Clause 5.3), and settle the final cost statements (Clause 4.4).

• A company should sign through the director or directors authorised in its latest company affidavit. Clause 13.5 allows electronic signatures and signed PDF copies.
• Keep the signed file, Schedule 1, written approvals, supplier invoices, cost statements and any consent records. A Thai court requires a certified Thai translation of English documents.

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-15B1C1. If you reuse this content, please credit the author and link to the original.