What should a Software Pilot Agreement include under Thai law?

1. Definitions and Interpretation
2. Pilot and Right of Use
3. Pilot Period
4. Responsibilities
5. Success Criteria and Evaluation
6. Conversion to a Production Agreement
7. Pilot Fee
8. Pilot Data and Personal Data
9. Feedback and Publicity
10. Intellectual Property and Warranties
11. Liability
12. Confidentiality
13. End of the Pilot
14. General

• A paid pilot in which the Provider sets up and runs the Software for the Customer is likely to be treated as a hire of work (Instrument 4 of the Stamp Duty Schedule), at 1 THB for every 1,000 THB or part of 1,000 THB of the Pilot Fee. On the Pilot Fee 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 fee is in …, convert it to Thai Baht at the exchange rate on the date of signing to calculate the duty. The Provider normally pays it. An unstamped agreement cannot be used as evidence in a Thai civil court until the duty and a surcharge are paid (Revenue Code section 118).
• A Thai company paying a Thai Provider normally withholds 3% and gives a withholding tax certificate. If the Provider is abroad, a different withholding rate and VAT paid on the Provider's behalf may apply. Ask an accountant before paying.- A free pilot has no fee on which stamp duty or withholding tax is calculated. If a fee is agreed later, stamp duty and withholding tax may then apply.

• Write each Success Criterion with a number and a method of measurement in Schedule 1. Agree who takes the measurements and where the evidence is kept.
• Agree the Offered Terms now (Clause 6.1). Once the pilot succeeds, the Provider is bound by the price you wrote down.
• You chose a commitment to sign if the Success Criteria are met (Clause 6.2). Make sure the criteria are ones you would genuinely be happy to buy on, and that the Offered Terms describe the whole deal, including term, users and price.
• Keep live operations on your existing system during the pilot (Clause 2.2).

• Use only synthetic or anonymised data (Clause 8.2). Data from which a person can still be identified, for example by a customer number, is not anonymised.- If you load real personal data, the Provider is your data processor (Clause 8.2). The Personal Data Protection Act requires a processor to act only on your instructions, keep the data secure and report breaches (section 40), and you must usually notify the Personal Data Protection Committee within 72 hours after becoming aware of a breach (section 37). Keep the data to the minimum the Success Criteria need, and keep it in …; transfers abroad must meet sections 28 and 29 of the Act.
• The Provider may not use your pilot data to train AI models (Clause 8.3). If you do not continue, ask for the export you need and the written confirmation of deletion within 30 days (Clause 8.4).

• Check the Evaluation Report and reply within 10 Business Days. If you say nothing, the measurements in it are treated as accepted (Clause 5.3).
• To take up the Offered Terms, give notice within … days after receiving the Evaluation Report (Clause 6.2). The Pilot Fee is then credited against the first year's fees.
• Keep the signed Agreement, Schedule 1, the weekly meeting notes, the measurements and the Evaluation Report. Clause 14.6 allows electronic signatures and signed PDF copies.

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-1140FC. If you reuse this content, please credit the author and link to the original.