What should an Event Co-Production Agreement include under Thai law?

1. Definitions and Interpretation
2. Co-Production and Legal Status
3. Lead Producer
4. Steering Committee, Reserved Matters and Budget
5. Event Account, Records and Reports
6. Final Accounts and Sharing
7. Taxes
8. Event Brand and Materials
9. Postponement, Cancellation and Force Majeure
10. Personal Data
11. Insurance and Liability
12. Default and Termination
13. Notices
14. Governing Law and Disputes
15. General

• An agreement to carry on an undertaking together and share its profits may be treated as an agreement forming a partnership, which carries stamp duty of THB 100 (Instrument 27 of the Stamp Duty Schedule), payable by the partners. Each Co-Producer pays half (Clause 7.2). An unstamped agreement cannot be used as evidence in a Thai civil court until the duty and a surcharge are paid.- A revenue-sharing agreement under which each Co-Producer bears its own costs is not usually one of the instruments listed in the Stamp Duty Schedule. If the tax authority treats it as a partnership agreement, stamp duty of THB 100 (Instrument 27) applies; each Co-Producer pays half (Clause 7.2).
• For electronic signing, stamp duty is paid through the Revenue Department's e-Stamp Duty system within 15 days after signing.

• Because you share profits and losses, a Thai court may treat the Co-Producers as partners in an unregistered ordinary partnership, and each of you may be liable without limit for the Event's debts to suppliers, performers and ticket buyers (Clause 2.2). The funding limits in Clause 4.3 apply only between you. For a large Event, consider forming a limited company together instead.- Each Co-Producer bears its own costs and shares only revenue after Shared Costs (Clause 2.2). Keep it that way in practice: do not pool all costs or promise suppliers that both of you will pay, or a court may treat the arrangement as a partnership.
• Only the Lead Producer signs contracts for the Event, within the budget and the Reserved Matters (Clause 3). Tell suppliers in writing which company they are contracting with.

• Ask an accountant, before tickets go on sale, whether the Co-Producers must register together as a separate taxpayer or for VAT, and how the Lead Producer should invoice the other Co-Producer's share (Clause 7).
• Payments between the Co-Producers may need withholding tax certificates and tax invoices (Clause 7.1).

• Hold Steering Committee meetings at least every 14 days and record each decision by email (Clause 4.1). Reserved Matters, such as budget increases above …%, ticket prices and headline acts, need both of you.
• The Event Account must be used only for the Event, and payments above … … need the other Co-Producer's approval (Clause 5.1). Ask for read-only online access on the day the account is opened.
• Answer funding calls within 10 Business Days (Clause 4.3). A late payment lets the other Co-Producer pay it and charge interest, or terminate (Clause 12.2).

• The Lead Producer sends the final accounts within … days; you have 15 days to object (Clause 6.1). Use the inspection right if the figures are unclear (Clause 5.3).
• The Event name is owned jointly (Clause 8.1). Neither of you may run a further edition without the other's consent, so agree the future of the brand early.- The owner of the Event name may run the next edition, but must first negotiate with the other Co-Producer if it does so within … months (Clause 8.3). If the name is valuable, register it as a trademark in the owner's name.

• Keep the signed PDF, Schedule 1, Steering Committee emails, Event Account statements, the final accounts and all contracts signed by the Lead Producer. A Thai court works in Thai, so English documents need a certified Thai translation in a dispute.

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-43D6D8. If you reuse this content, please credit the author and link to the original.