What should a Digital Product Licence Agreement include under Thai law?

1. Definitions and Interpretation
2. Grant of Licence
3. Restrictions
4. Delivery, Updates and Third-Party Content
5. Licence Fee and Payment
6. Warranties
7. Intellectual Property Claims
8. Liability
9. Term and Termination
10. Notices, Governing Law and Disputes
11. General

• This is a licence, not a sale of the copyright. The Licensor remains the owner, and the Licensee may use the files only for the Permitted Use in Clause 2.1. A licence of copyright does not need to be registered in Thailand. A transfer of copyright would need a separate written assignment signed by both parties (Copyright Act section 17).
• The biggest risk for the Licensor is that the Source Files are passed on. Clause 3.1 prohibits resale and sharing of the files themselves, even after modification. An End Product may be sold only if the licence scope you chose allows it, and only if the files cannot be extracted from it.
• You chose that the Licensee may not use the files to train AI (Clause 3.2). Enforcement depends on evidence, so keep dated copies of your original files and consider embedding licence information in the file metadata.You chose to allow training of the Licensee's own internal AI models (Clause 3.2). The Licensee still may not use them to train a public model or to produce competing asset packs.

• No stamp duty is payable. A copyright licence for a one-time fee is not an instrument listed in the Stamp Duty Schedule of the Thai Revenue Code.
• If someone signs for a Party under a power of attorney made in Thailand, the power of attorney carries stamp duty of 10 THB for a single act or 30 THB for more than one act (Instrument 7).

• A fee for the right to use copyright is a royalty for Thai tax purposes. A Thai company that pays a royalty to a Thai licensor normally withholds 3%, and a payment to a licensor abroad is normally subject to Thai withholding tax on royalties, which a double tax treaty may reduce. Ask an accountant before the first payment, because you ticked gross-up, so the Licensee bears the withholding tax on top of the Licence Fee.
• A Thai VAT-registered Licensor charges VAT on the Licence Fee. A licence granted to a Licensee abroad and used abroad may qualify as an export of services at 0% VAT if the Revenue Department's conditions are met. A Thai Licensee that pays a foreign Licensor may have to self-assess and pay Thai VAT on the fee.
• If the Licensor sells digital products to consumers abroad through its own website, the customers' countries may require the Licensor to register for their VAT or GST on digital services. Check before scaling up.

• Describe the files precisely in Schedule 1, including file names, formats and the number of items, so that there is no argument about what was licensed.
• List every font, stock photo, music track or code library that is included and the licence that covers it (Clause 4.4). Many free fonts and stock images do not allow resale or use in templates.
• Photographs or videos that show identifiable people need a model release, and private buildings or artworks may need a property release (Clause 6.2(c)). Keep the releases with the files.
• You stated that parts of the files were made with generative AI (Clause 4.5). Thai copyright protects works created by a human author, so parts generated without enough human creative contribution may not be protected. Keep your prompts, drafts and editing history to show the human contribution.You stated that the files were made by human authors (Clause 4.5). Keep drafts, working files and dates, which are the best evidence of authorship if someone copies them.

• The Parties exchange only contact details of their representatives. If the files include photographs of people, those images are personal data of the people shown, and the release should cover their use in the way this licence allows.

• If you find the Source Files on a marketplace or file-sharing site, send the site a takedown notice with evidence of your ownership, and give the Licensee notice under Clause 9.2. Clause 10.4 allows an application to a court for urgent relief.
• Copyright infringement is also a criminal offence in Thailand, but criminal proceedings are a serious step. Take advice before filing a complaint.

• A company should sign through the director or directors authorised in its latest company affidavit or the equivalent document of its home country. Clause 11.7 allows electronic signatures and signed PDF copies.
• Keep the signed Agreement, the delivery email with the download link, the payment slip and withholding tax certificate, and the record of Authorised Users (Clause 2.3).
• A Thai court works in Thai. Any English document used as evidence must be filed with a certified Thai translation.

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-02FBFB. If you reuse this content, please credit the author and link to the original.