What should a Digital Replica and Synthetic Voice Licence Agreement include under Thai law?

1. Definitions and Interpretation
2. Grant of Licence
3. Source Material and Capture Session
4. Approval of Outputs
5. Prohibited Uses
6. Transparency and Labelling
7. Security of the Replica Model
8. Personal Data
9. Consent to Biometric Processing
10. Performances and Rights in Outputs
11. Fees and Taxes
12. Warranties and Liability
13. Term and Termination
14. Consequences of Termination, Expiry or Withdrawal
15. Notices and Confidentiality
16. Force Majeure
17. Governing Law and Disputes
18. General

• The fee for the Capture Session is payment for the Talent's work at the session, which is generally treated as a hire of work (Instrument 4 of the Stamp Duty Schedule): 1 THB for every 1,000 THB or part of 1,000 THB of the Capture Fee. On the Capture 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. The Licensee has agreed to pay it (Clause 11.4). If the Agreement is signed electronically, pay through the Revenue Department's e-Stamp Duty system within 15 days after signing.
• The Licence Fee for the right to use the Talent's voice or likeness is not an instrument listed in the Stamp Duty Schedule.- A licence to use a person's voice or likeness is not an instrument listed in the Stamp Duty Schedule, so no stamp duty is normally payable (Clause 11.4).

• A Thai company that pays the Talent normally withholds tax and gives a withholding tax certificate (Clause 11.3). The Licence Fee may be treated as a royalty and the Capture Fee as a fee for a performance or service, which can carry different rates. Ask an accountant before the first payment.
• If the Talent lives abroad, a different withholding rate may apply unless a double tax treaty reduces it, and because you ticked gross-up, the Licensee bears that tax on top of the fees.

• The Talent's face and voice used to build a model that imitates or identifies the Talent are biometric data under the Personal Data Protection Act. The Act requires explicit consent, given separately from the other terms. That is why the Talent signs Schedule 3 separately. Keep the signed Schedule 3 with the Agreement; without it the Licensee has no lawful basis to build or use the Replica Model.
• Explain Schedule 3 to the Talent before signing, and give a translation if asked (Clause 18.9).
• The Talent can withdraw consent at any time (Clause 9.3). If that happens, stop generating content at once, take down Outputs within … days and delete the model within … days (Clause 14.1). The Talent refunds only the Licence Fee for the unused part of the term (Clause 14.4).
• The model and recordings may be kept in …. If that includes a country outside Thailand, check that the transfer meets the Act's rules on transfers abroad, and sign a data processing agreement with the Technology Provider (Clause 8.2 and Clause 8.4).

• Send every Output to the Talent by email with its final wording, channel and language, and use it only after written approval. If the Talent does not answer within … Business Days, the Output is not approved (Clause 4.2).- Outputs that fall entirely within the pre-approved categories in Schedule 2 may be used without asking each time. Everything else needs written approval within … Business Days. Send the Talent a monthly list and samples (Clause 4.1).
• Keep a log of every Output with its approval email, where it was used and from when to when. This log is your evidence if a use is disputed.
• Never use the replica for politics, sexual content, fake news, impersonation or identity verification, even if someone asks (Clause 5). Using synthetic content to deceive people or to damage someone's reputation can also be a criminal offence in Thailand.
• Put the AI statement on every Output (Clause 6.1).- Label Outputs as AI-generated wherever the law or the platform requires it, and wherever viewers might think it is a real recording (Clause 6.1). Check each platform's current rules on synthetic content before publishing.

• Store the Replica Model encrypted, limit access to named staff and use multi-factor authentication (Clause 7.1). A leaked voice or face model can be used by criminals for scams.
• If the model or the recordings are lost or misused, notify the Talent within 48 hours (Clause 7.3). As data controller, the Licensee may also have to notify the Personal Data Protection Committee within 72 hours.

• The Licence Term ends on (calculated by the system from the figures entered). Put the dates in your calendar: take down Outputs within … days and delete the model and recordings, including with the Technology Provider, within … days, then send the deletion certificate within 5 Business Days (Clause 14).
• To continue, sign an extension and a fresh Schedule 3 before the Licence Term ends (Clause 13.1).

• The Talent must sign personally. A company Licensee should sign through the director authorised in its latest company affidavit and affix the company seal if required.
• Check the Talent's identity document and age (at least 20). Keep a copy only as long as needed to prove the consent.
• Keep the signed Agreement, the separately signed Schedule 3, the Source Material list, every approval, the Output log, invoices and the deletion certificate.

• A Thai court works in Thai. English documents must be filed with a certified Thai translation.
• If a replica is being misused online, the Talent can ask a Thai court for an urgent order to stop it (Clause 17.4) and can report the content to the platform at the same time.

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-C98FEE. If you reuse this content, please credit the author and link to the original.