What should a Copyright Licence Agreement include under Thai law?

1. Definitions and Interpretation
2. Grant of Licence
3. Scope and Restrictions
4. Delivery of Materials
5. Credit and Moral Rights
6. Fees
7. Taxes
8. Warranties
9. Indemnities and Liability
10. Infringement by Third Parties
11. Term and Termination
12. Consequences of Termination or Expiry
13. Confidentiality and Personal Data
14. Notices
15. Governing Law and Disputes
16. General

• No stamp duty is payable. A copyright licence 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 Licensee may use the Work only for the Permitted Purpose, in the Permitted Media, in the Territory and until (calculated by the system from the figures entered) (Clause 1.1). Use outside that scope is copyright infringement, which can lead to civil claims and criminal complaints in Thailand, not only a claim for breach of contract.
• To extend the period or add a new medium, sign a written amendment before the new use starts (Clause 16.2). An email saying "go ahead" is weak evidence of what was agreed.
• The copyright stays with the Licensor (Clause 2.4). The Licensee may not register any part of the Work as a trademark or logo (Clause 3.3).

• You chose an exclusive licence: during the Licence Period even the Licensor may not use the Work in the Permitted Media in the Territory (Clause 2.2). The Licensor should check that no earlier licence conflicts with this.- You chose a sole licence: the Licensor will not license anyone else in the Permitted Media in the Territory, but may use the Work itself (Clause 2.2).- The licence is non-exclusive: the Licensor may license the same Work to others, including competitors of the Licensee (Clause 2.2). If that matters, choose a sole or exclusive licence and expect a higher fee.
• A licence may impose conditions, but under the Copyright Act B.E. 2537 (1994) the conditions must not unfairly restrict competition (section 15(5)). This form limits restrictions to the licensed Work and does not tie the licence to other purchases.

• You allowed the Licensee to use the Work as input for AI tools to create variations (Clause 3.4). Training a model that others can use is still prohibited, and the variations may be used only during the Licence Period.- The Licensee may not use the Work with AI tools in any way, including uploading it to a tool that trains on user content (Clause 3.4). Tell the Licensee's agency about this restriction.
• If a real person can be recognised in the Work, the Licensor should hold that person's signed consent covering the Permitted Media (Clause 8.2). The Licensee may not suggest that the person endorses its products unless Schedule 1 says so.

• Fees for the right to use a copyright are royalties for Thai tax purposes. A Thai company or juristic person that pays them to a company carrying on business in Thailand normally withholds 3% and issues a withholding tax certificate (Clause 7.2).
• Different rules apply when the Licensor is an individual or is abroad; a double tax treaty may reduce the rate. If the Licensor is abroad, a Thai Licensee may also have to self-assess Thai VAT on the payment (Form P.P.36). Ask an accountant before the first payment, especially because you ticked gross-up, so the Licensee bears the withholding tax on top of the fee.

• The Licensee sends a statement and pays within 30 days after each calendar quarter (Clause 6.1), and keeps records for 3 years (Clause 6.4). The Licensor may have an accountant inspect the records once a year. Put the quarterly deadlines in your calendar.

• Within 30 days after the end, the Licensee removes the Work from websites, apps and paid ads and stops distributing printed material (Clause 12.1). Stock produced before the end may be sold for 90 days if the Agreement expired or the Licensee terminated for the Licensor's breach (Clause 12.2).
• Posts already published on the Licensee's own accounts may stay online if they are not promoted again (Clause 12.3).- The Licensee must also delete earlier posts from its own accounts (Clause 12.3).

• Keep the signed Agreement, Schedule 1, the delivered files, payment slips and any model releases together.
• 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. Clause 16.5 allows electronic signatures and signed PDF copies.

• Copyright cases in Thailand are heard by the Central Intellectual Property and International Trade Court. A Party that relies on this English Agreement or on English emails must file a Thai translation certified as accurate.
• If the other Party has no assets in Thailand, a Thai judgment may be hard to enforce abroad. Asking for the fee before delivering the Work (Clause 6.1) is the Licensor's best protection.Regular quarterly payments and the right to terminate for non-payment (Clause 11.2) limit the Licensor's exposure.

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-E13C7E. If you reuse this content, please credit the author and link to the original.