What should a Restaurant Management Agreement include under Thai law?

1. Definitions and Interpretation
2. Appointment and Authority
3. Term
4. Licences, Safety and Compliance
5. Standards of Operation
6. Annual Budget and Purchasing
7. Money, Records and Reports
8. Staff
9. Management Fees
10. Taxes
11. Brand, Recipes and Intellectual Property
12. Confidentiality
13. Personal Data
14. Insurance
15. Liability
16. Force Majeure
17. Termination
18. Non-Solicitation
19. Notices
20. Governing Law, Disputes and General

• This Agreement is a hire of work for the Management Fees (Instrument 4 of the Stamp Duty Schedule): 1 THB for every 1,000 THB or part of 1,000 THB of the fees. 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. The Manager pays it (Clause 10.3), and pays additional duty if the fees actually received, including incentive fees, exceed the Contract Value.
• Because Clause 2 appoints the Manager as the Owner's agent with general authority, the Agreement is also an appointment of an agent (Instrument 21): 30 THB, paid by the Owner. When one document contains two kinds of instrument, stamps for each kind must be affixed and cancelled separately.
• If the Contract Value is 1,000,000 THB or more, the duty on the hire of work must be paid in money to the Revenue Department instead of by affixing stamps. If the Agreement is signed electronically, pay through the Revenue Department's e-Stamp Duty system before signing or within 15 days after signing. An unstamped agreement cannot be used as evidence in a Thai civil court until the duty and a surcharge are paid.

• Keep the food sale premises licence or notification and the liquor licence in the Owner's name or the name of a person the Owner trusts (Clause 4.1). Check the expiry dates now and put them in your calendar.
• Give the Manager access to systems through separate user accounts, not the Owner's own passwords, so that access can be removed on the last day.
• When the Agreement ends, collect the keys, cash, records and administrator access within … days (Clause 17.6), and send a short notice to your suppliers, banks and delivery platforms that the Manager no longer acts for you. Until they are told, a supplier who deals with the Manager in good faith may still hold the Owner to an order.

• Check the Operating Account against the daily sales summary every week. Differences between point-of-sale sales and bank deposits are the first sign of a problem (Clauses 7.1 and 7.4).
• Approve the Annual Budget in writing (Clause 6.2). Without an approved budget, the Manager can spend only on the recurring costs needed to keep the Restaurant open.
• Check each incentive fee calculation against the Management Accounts before paying it. The fee is adjusted if the accounts are later corrected (Clause 9.3).

• The staff are the Owner's employees. The Owner remains responsible as employer for wages, social security contributions, withholding tax and severance, even though the Manager runs the payroll (Clause 8).- The staff are the Manager's employees. If the Manager fails to pay them, the Owner may still be held responsible as the business for which they work. Ask for monthly proof of wage and social security payments, and use your right to pay staff directly and deduct the amount (Clause 8.2).
• A foreign chef or manager who works at the Restaurant needs a work permit in Thailand.

• A Thai company that pays management fees to a Thai service provider normally withholds 3% and must give the withholding tax certificate (Clause 10.2). A Manager registered for VAT issues a tax invoice for each fee payment.

• Keep the signed Agreement, each Annual Budget approval, the Management Accounts and all written approvals. Approvals by chat or email count as written approvals under Clause 1.2, so keep them.
• A Thai court works in Thai. A Party that relies on this Agreement in a Thai court 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-ACF237. If you reuse this content, please credit the author and link to the original.