What should an Independent Contractor Agreement include under Thai law?

1. Definitions and Interpretation
2. Engagement and Scope
3. Independent Contractor Status
4. Contractor's Obligations
5. Client's Obligations
6. Delivery, Review and Acceptance
7. Fees and Payment
8. Taxes
9. Intellectual Property
10. Use of AI Tools
11. Confidentiality
12. Personal Data
13. Warranties
14. Liability
15. Force Majeure
16. Non-Solicitation of Personnel
17. Term and Termination
18. Notices
19. Governing Law and Disputes
20. General

• A Thai court looks at how the relationship works in practice, not at the name of the contract. If the Client fixes the Contractor's working hours, requires attendance, supervises how the work is done, or disciplines the Contractor like staff, the arrangement may be treated as employment (Civil and Commercial Code section 575), with severance pay, social security and other employer duties.
• Clause 3 records the independent features: the Contractor controls method, time and place, uses its own equipment, may work for other clients and receives no employee benefits. Keep the practice consistent with it: pay against invoices for results or recorded hours, give feedback on Deliverables rather than daily orders, and do not put the Contractor on the staff roster.
• If you really need a person who works under your direction, on your schedule and only for you, use an employment agreement instead.
• A foreign individual who works while physically in Thailand usually needs a work permit, even for a foreign client (Clause 3.9). Working remotely from abroad for a Thai client is governed by the rules of the country where the Contractor is.

• Schedule 1 is the fence around the work. List each Deliverable, its format and how it will be judged. Anything outside it is Additional Work (Clause 2.2).
• The Fees include … rounds of revisions for each Deliverable (Clause 2.4). A new direction after work has started is not a revision. Agree the price of Additional Work by email before starting it (Clause 2.3).
• Review each Deliverable within … Business Days and reject it in writing with specific reasons, or it is treated as accepted (Clause 6.3).

• Write the exact receiving details in Clause 7.3 — bank account with SWIFT code, or the account on a payment platform. Choose who bears transfer and platform charges; if nothing is agreed, the net amount received is often less than the invoice.
• Business email compromise is common: a fraudster sends "new bank details" from a look-alike address. Clause 7.4 says the Client must verify any change through a separate channel, and a payment to an unverified account does not count.
• For a client abroad with no assets in Thailand, a court case is slow and expensive. The real protection is the payment structure: an advance and milestone payments (Clause 7.1), short payment terms and the right to suspend work after a demand (Clause 7.7).

• This Agreement is a hire of work (Instrument 4 of the Stamp Duty Schedule). Duty is 1 THB for every 1,000 THB or part of 1,000 THB of the fees and is paid by the Contractor (Clause 8.3). On the Contract Value 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 Fees are in …, convert the Contract Value to Thai Baht at the exchange rate on the date of signing and calculate the duty on the Baht amount.
• If the Agreement is signed electronically, pay the duty through the Revenue Department's e-Stamp Duty system within 15 days after signing. If the fees actually received exceed the Contract Value, additional duty is due on the excess.
• An unstamped agreement cannot be used as evidence in a Thai civil court until the duty and a surcharge are paid. If the Agreement is signed and performed entirely outside Thailand, duty may not be payable, but it becomes payable if the original is later brought into Thailand to be used here.

• Thai Contractor, foreign Client: the Fees are the Contractor's taxable income in Thailand. The Client's country may require it to withhold tax; a double tax treaty often reduces or removes this. Ask for the withholding certificate (Clause 8.2) so that the tax can be credited in Thailand.
• Thai Client, foreign Contractor: a Thai payer usually has to withhold tax on service fees paid abroad and may also have to self-assess VAT on services used in Thailand. Ask an accountant before the first payment, especially because you ticked gross-up, so the Client bears the withholding tax on top of the Fees.
• Thai Client, Thai Contractor: a Thai company normally withholds 3% from service fees and issues the certificate.
• A Contractor registered for VAT in Thailand whose service is performed in Thailand but used by a client abroad may be able to charge VAT at 0%, if the Revenue Department's conditions and documents are met. Confirm this with an accountant before you issue the first tax invoice.

• The Client owns the Deliverables once it has paid for them in full (Clause 9.2). A transfer of copyright must be in writing and signed by both Parties, so both Parties must sign this Agreement. If an assistant creates part of a Deliverable, the Contractor must first obtain the assistant's written assignment (Clause 3.7).- The Contractor keeps ownership and the Client receives a permanent licence once paid (Clause 9.2). The Client may not resell the Deliverables as a product.
• Thai copyright protects works created by human beings. Output generated by an AI Tool with little human input may have no copyright owner at all, so neither Party can stop others from copying it. Clause 10 requires human review and disclosure on request.
• Never paste the Client's confidential material or personal data into a free AI tool that trains on user input (Clause 10.2). Check the tool's data settings or business terms first.
• A synthetic voice or likeness of a real person needs that person's separate written consent (Clause 10.5).

• For the personal data handled in the Services, the Client is the data controller and the Contractor its data processor (Clause 12.2). The Personal Data Protection Act requires a processor to act only on instructions, keep the data secure and report breaches (section 40). The controller must usually notify the regulator of a breach within 72 hours (section 37), which is why the Contractor must report within 48 hours.
• If the Contractor works from outside Thailand, the data is being transferred abroad. The Client must make sure the transfer meets the Act's conditions (sections 28 and 29).

• A company signs through its authorised director, as shown in its company affidavit or, for a foreign company, its home registration document. Clause 20.7 allows electronic signatures and signed PDF copies.
• Keep the signed Agreement with both Schedules, every change agreed by email, invoices, time records, payment slips, withholding certificates and acceptance emails.
• A Thai court works in Thai. A Party that relies on this Agreement in a Thai court must file a certified Thai translation. An arbitral award is easier to enforce in other countries than a Thai judgment.

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-651EF4. If you reuse this content, please credit the author and link to the original.