What should a Copyright Assignment Agreement include under Thai law?

1. Definitions and Interpretation
2. Assignment
3. Price and Payment
4. Delivery of the Work Materials
5. Moral Rights and Credit
6. Assignor's Warranties
7. Indemnity and Liability
8. Termination for Non-Payment or Non-Delivery
9. Further Assurance and Registration
10. Confidentiality and Personal Data
11. Notices
12. Governing Law and Disputes
13. General

• Under the Copyright Act B.E. 2537 (1994), a transfer of copyright other than by inheritance must be made in writing and signed by both the transferor and the transferee (section 17). An email or an invoice marked "copyright transferred" is not enough. Keep the fully signed Agreement.
• Electronic signatures are allowed by Clause 13.5. For a valuable Work, use a signing service that verifies identity, or sign on paper, so that nobody can later deny the signature.
• Section 17 also says that if a transfer does not state its duration, it is treated as a transfer for 10 years only. This Agreement states the duration in Clause 2.3 (the full period of protection… years).

• The copyright passes only when the Assignor receives the full Price (Clause 2.1). Until then the Assignee may use the Work only with the Assignor's written permission. Keep the bank slip for the final payment — it marks the date the Assignee became owner.- The copyright passed when both Parties signed. If the Price is not paid, the Assignor must terminate under Clause 8 and ask the Assignee to sign a written re-assignment, because a transfer back also has to be in writing and signed by both.
• Ownership of an original painting, print or other physical object does not pass with the copyright unless Schedule 1 says so (Clause 4.3).

• The author always keeps moral rights: the right to be named as author and to object to distortion that damages his or her reputation (Copyright Act section 18). The author may agree otherwise in writing, which is what Clause 5.2 does for business modifications.
• You chose that someone else created the Work. Before the Effective Time, get a signed consent from each author covering Clause 5, and check how the Assignor acquired the copyright — a freelancer's work usually belongs to the client that commissioned it unless they agreed otherwise (section 10), but an employee's work belongs to the employee unless agreed in writing (section 9).
• If the Work includes a performance (for example a singer or actor in a recording), the performer has separate rights in the performance (section 44). Get the performer's written consent as well.
• If a real person can be recognised in the Work, keep that person's signed consent (Clause 6.4).

• The Assignor disclosed the use of AI tools in Schedule 1. Copyright protects works created by human authors. Parts generated by a machine without human creative input may not be protected, so others may be free to copy them. Keep the Assignor's working files that show the human edits.- The Assignor warranted that no generative AI created the content (Clause 6.3). If you later find otherwise, that is a breach of warranty.
• Stock images, fonts, music samples and open-source code in the Work are not transferred. Keep their licence terms with the Work files and check that your intended use is allowed (Clause 6.2).

• No stamp duty is payable. A copyright assignment is not listed in the Stamp Duty Schedule of the Thai Revenue Code. A power of attorney used to sign carries 10 THB or 30 THB.
• The Price is income from copyright for Thai tax purposes. A Thai company or juristic person that pays it to a company carrying on business in Thailand normally withholds 3% and issues a withholding tax certificate (Clause 3.3).
• Different withholding rules apply when the Assignor is an individual or is abroad, and a double tax treaty may reduce the rate. If the Assignor is abroad, a Thai Assignee may also have to self-assess and pay Thai VAT on the payment (Form P.P.36). Ask an accountant before the first payment, especially because you ticked gross-up, so the Assignee bears the withholding tax on top of the Price.

• Copyright arises automatically; registration is not required in Thailand. The Assignee may notify the Department of Intellectual Property of its ownership as evidence (Clause 9.2). Some other countries allow or require a transfer to be recorded — Clause 9.1 obliges the Assignor to sign the documents needed.
• Keep together: the signed Agreement, Schedule 1, the delivered Work Materials with their file dates, the payment slips and any author consents.

• A company should sign through the director or directors authorised in its latest company affidavit or, for a foreign company, the equivalent document from its home country, and affix the company seal if its rules require one.

• A Thai court works in Thai. A Party that relies on this Agreement, or on English emails and documents, must file a Thai translation certified as accurate.
• Copyright disputes in Thailand are heard by the Central Intellectual Property and International Trade Court. If the other Party has no assets in Thailand, a Thai judgment may be hard to enforce abroad — the payment and transfer timing you chose in Clause 2.1 and Clause 3.1 is your first protection.

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-9970B1. If you reuse this content, please credit the author and link to the original.