What should an Employee Confidentiality and Inventions Agreement include under Thai law?

1. Definitions and Interpretation
2. Purpose and Relationship with the Employment
3. Confidentiality
4. Information Security and AI Tools
5. Copyright in Employer Works
6. Inventions and Special Remuneration
7. Outside Works and Prior Works
8. Return of Property and Information
9. Restrictions after Employment
10. Remedies
11. Personal Data
12. General

• No stamp duty is payable on this Agreement. It is not an instrument listed in the Stamp Duty Schedule of the Thai Revenue Code.

• Under the Copyright Act, copyright in a work that an employee creates in the course of employment belongs to the employee unless the employer and the employee agree otherwise in writing, although the employer may publish the work for the purposes of the employment (section 9). Clause 5.1 is that written agreement. A transfer of copyright must also be in writing and signed by both parties (section 17). An undertaking signed by the Employee alone is not enough.
• For works that the Employee created before signing, this Agreement may not be enough. If important works already exist, sign a separate written assignment that lists them.
• The Employee keeps moral rights, which cannot be transferred. Clause 5.3 records the Employee's agreement not to exercise them against normal use, to the extent the law allows (section 18).

• The right to apply for a patent for an invention made by an employee in the course of employment, or by using information the employee could access only because of the employment, belongs to the employer unless the contract says otherwise (Patent Act section 11). The same applies to petty patents and design patents.
• If the employer benefits from or uses such an invention, the employee is entitled to special remuneration beyond ordinary wages, and no contract can take that right away (section 12). If the Parties cannot agree the amount, the employee may apply to the Director-General of the Department of Intellectual Property, who decides it. Clause 6.3 sets a 90-day process to agree it first, and your reward scheme in Clause 6.4 counts towards it.
• Keep written records of each invention disclosure (Clause 6.1) and of any decision not to file (Clause 6.5).

• A contract alone does not make information a trade secret. Under the Trade Secrets Act B.E. 2545 (2002), the owner must also take appropriate measures to keep it secret. Limit access, mark confidential documents, use passwords and log access. Clause 4 supports those measures, and Clause 10.1 keeps your right to ask a court to stop a breach.
• Clause 3.3 allows reports to authorities and legal advice. A clause that tried to prevent those would be unenforceable and could look like an attempt to hide wrongdoing.
• Artificial intelligence tools are a common path for leaks. Keep the approved list in Clause 4.3 up to date, and check that each tool is set so that inputs are not used for training.Clause 4.3 requires written approval for each tool. Publish a short list of approved tools and settings so that staff know what they may use.

• A Thai court enforces a post-employment non-compete only to the extent that it is fair and reasonable (Unfair Contract Terms Act section 5), looking at the field, the area, the length of time and whether the Employee can still earn a living. This form keeps it to … months, to direct competitors in the field and area you entered, and to roles where trade secrets are at risk (Clause 9.3).
• Paying compensation of …% of the last monthly salary during the Restricted Period (Clause 9.4) makes the restriction far more likely to be enforced. If you no longer need the restriction, release the Employee in writing on or before the last day (Clause 9.5) and nothing is payable.

• The non-solicitation in Clause 9.2 lasts … months and covers only customers and colleagues that the Employee dealt with in the last 12 months. It does not stop customers or staff from contacting the Employee on their own.

• Ask for the written confirmation of return and deletion within 7 days (Clause 8.2). Do not hold back wages or severance pay because property has not been returned (Clause 8.3).
• Remind the leaving Employee in writing of the confidentiality obligations that continue for … years (Clause 3.4).

• Monitoring of company systems must be described in your privacy notice to employees (Clause 11.1). Never ask employees for the passwords to their personal accounts.

• Ask new employees to sign this Agreement together with the employment contract. Existing employees may sign it at any time.
• Keep the signed original, Schedule 1 and all invention disclosures. If the Employee does not read English well, explain the Agreement or provide a Thai translation (Clause 12.7).
• A Thai court works in Thai. A Party relying on this Agreement or on English emails must file 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-366770. If you reuse this content, please credit the author and link to the original.