What should an Intellectual Property Co-Ownership Agreement include under Thai law?

1. Definitions and Interpretation
2. Ownership and Shares
3. Registration and Maintenance
4. Use by Each Co-Owner
5. Licensing to Third Parties
6. Income, Accounts and Audit
7. Enforcement and Defence
8. Transfer of a Share
9. Improvements
10. Confidentiality, AI and Personal Data
11. Warranties
12. Liability
13. Default, Deadlock and Buy-Out
14. Term
15. Notices, Governing Law and Disputes
16. General

• For a patent or petty patent held jointly, unless the co-owners agree otherwise, each co-owner may use the invention itself without the other's consent, but licensing it to others or transferring it requires the consent of every co-owner (Patent Act B.E. 2522 (1979) section 40). Surrendering the patent or giving up claims also needs every co-owner's consent (section 53). Clause 3, Clause 4 and Clause 5 set the rules between you.
• A licence of a patent, petty patent or design patent must be made in writing and registered with the Department of Intellectual Property (section 41). Clause 5.1 gives the other Co-Owner's consent in advance for non-exclusive licences within the limits in Schedule 1, but the Department may still ask both Co-Owners to sign each registration application — Clause 5.2 requires signature within 10 Business Days.Each licence needs both Co-Owners' written consent (Clause 5.1) and both should sign the registration application.
• A transfer of a share in copyright must be in writing and signed by both transferor and transferee (Copyright Act B.E. 2537 (1994) section 17).

• Make sure the patent application or registration names both Co-Owners in the agreed shares. If one Co-Owner filed alone, file the request to record the transfer promptly (Clause 2.2).
• Check that each Co-Owner holds written assignments from its own employees and contractors who contributed (Clause 11.1(b)). Under Thai copyright law an employee owns copyright in work made for the employer unless agreed in writing (section 9).

• Put renewal and annual fee deadlines in a shared calendar. If one Co-Owner does not pay its share, the other may pay and recover it, and after 90 days may buy that Co-Owner's share at market value less the debt (Clause 3.3).
• Do not publish, present or post about an unfiled invention before a patent application is filed (Clause 10.1).

• No stamp duty is payable. A co-ownership agreement is not listed in the Stamp Duty Schedule of the Thai Revenue Code.
• Licence income shared between the Co-Owners, and royalties under Clause 4.1, are income for tax purposes. Where one Co-Owner collects income and passes a share to the other, or pays a royalty, it may have to withhold tax — at different rates for companies, individuals and parties abroad (Clause 6.3). Ask an accountant how to invoice and account for shared income.

• If both Co-Owners sue together they share costs and recovery by their Shares (Clause 7.2). If only one wants to sue, it may do so at its own cost and pays the other …% of the net recovery (Clause 7.3).
• Patent and copyright cases in Thailand are heard by the Central Intellectual Property and International Trade Court.

• A Co-Owner that wants to sell must first offer its Share to the other, which has … days to accept (Clause 8.1).
• If a Co-Owner seriously breaches the Agreement or becomes insolvent, the other may buy its Share at fair market value set by an independent valuer (Clause 13.2).

• A company should sign through the director or directors authorised in its latest company affidavit or, for a foreign company, the equivalent document from its home country. The Department of Intellectual Property may require originals and, for a foreign Co-Owner, notarised and legalised documents.
• Keep the signed Agreement, Schedule 1, the lab notebooks or files that show who contributed what and when, every licence and statement, and payment records.
• A Party relying on this English Agreement in a Thai court must file a Thai translation certified as accurate.

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-30522E. If you reuse this content, please credit the author and link to the original.